HomeMy Public PortalAboutPierce Equipment-Fire DepartmentLEASE -PURCHASE AGREEMENT 196972000
("Tunn-in"Lease for Pierce Equipment)
Dated asmfMay 23,2816
Lessee Name: City ofCrestview
Lessee Street Address: 1S8NWilson Street, Crestview, FL3253G
1. EQUIPMENT LEASE. Subject to the terms of this Lease, Lessee leases the Equipment from PNC
Equipment Finance, LLC ("Lessor"). This Lease's term ("Lease Term") begins onthe date Lessor designates
below (the "Acceptance Date") and, un|mao terminated early as expressly provided henain, continues until
Lessee fully pays and performs all ofits obligations hereunder.
2. CERTAIN DEFINITIONS. All hanno defined herein apply equally to both the singular and plural form of
such terms. (a) "Equipment" means the property described in the Schedule, together with allattaohmentu.
additiuno, scceaoiono, hnpnovemente, replacements and substitutions thereto. (b) "Lien" means any security
interest, lien, mortgage, encumbrance, attachment levy, other judicial process or claim of any nature whatsoever
by orofany person. (o) "Lease" means this Lease'PunchoseAgnmememt. together with the Schedule and the
exhibitn, schedules and addenda attached hereto and thereto and modem pad hereof. (d) "Schedule" means
the Schedule A-1 executed by Lessee and Lessor that is attached to this Lease.
3. RENT PAYMENTS. Lessee will pay to Lessor the rent payments as set forth in the Schedule ("Rent
Payments"). Part of each Rent Payment represents the payment of interest as mot forth in the Schedule.
Lessee's obligation to pay Rant Paymenta, including interest thenain, accrues an of the Accrual Oaba stated in
the Schedule. Rent Payments will be paid in U.S. dollars, without notice or demand, at Lessor's office (or such
other place as Lessor designates from time hotime inwriting). EXCEPT AS SPECIFICALLY PROVIDED IN
SECTION 5.THE OBLIGATION TO PAY RENT PAYMENTS IS ABSOLUTE AND UNCONDITIONAL |NALL
EVENTS AND IS NOT SUBJECT TO ANY SETOPF, DEFENSE, COUNTERCLAIM, ABATEMENT OR
RECOWPN&ENT FOR ANY REASON. If Lessor naoeivao any payment from Lessee after the due data` Lessee
nheU pay Lessor on demand as o |ota charge 596 of such overdue mnnourd. |imbad, however, to the maximum
legal amount.
4. ACCEPTANCE; FUNDING CONDITIONS. (a) As between Lessee and Lessor, Lessee acirees that(i)
Lessee has received and inspected all GouYRmnmnt: f1ill all Equipment is in qmod vvmrkinm order and
oornp||eo with all purchase orders, contracts and specifications; (|||) Lmoome accepts all Equipment for
purposes ofthis Lease "as -is. -where -is"; and flv) Lessee waives any riqht to revoke its acceptance. (b)
Lessor has no obligation to pay the Purchase Price of the Equipment as stated in the Schedule (the "Purchase
Price") un|aoa all reasonable conditions established by Lessor ("Funding Conditions") have been uadofied,
including, without limitation, the following: (i) Lessee has signed and delivered the Schedule; (ii) no Event of
Default shall have occurred and be continuing; (iii) no material adverse change shall have occurred in the
Internal Revenue Code of 1986, as amended, and the related regulations and rulings (collectively, the "Code");
(iv) no material adverse change shall have occurred in the Lessee's financial condition or any supplier ofthe
Equipment; (v) all representations nfLessee herein remain tnue, accurate and complete; and (vi) Lessor has
received all of the ho||ovvinq douumenta, which shall be reasonably matiohaotory, in form and substance, to
Lessor: (A) evidence of required insurance coverage; (B) an opinion of Lessee's counsel; (C) reasonably
detailed invoices for the Equipment; ([}) Uniform Commercial Code (UCC) financing statements; (E) copies of
naao|uhuno by Lessee's governing body duly authorizing this Lease and incumbency certificates for the
person(m)who have signed this Lease; (F) such documents and certificates relating tothe tax-exempt interest
payable hereunder (including, without limitation, IRS Form 8038G or8D3DGC) as Lessor may request; and (G)
such other documents and information previously identified by Lessor orotherwise reasonably requested by
Lessor. Lessee authorizes Pierce Manufacturing Inc. ("Manufacturer") or its dealer to complete the
manufacturer's statement of origin (K0GD) and/or the certificate of title (COT) relating to the Equipment with
Lessor's first sole Lien noted thereon and to deliver such MSO or COT directly to Lessor.
S. TERMINATION FOR . (a) Lessee represents and warrants: that it has
appropriated and budgeted the funds bmmake all Rent Payments hu the remainder pfthafiscn| year in which the
Lease Tenn commences and that it currently intends to make Rant Payments for the full Lease Tenn if funds
are appropriated for the Rent Payments in each succeeding fiscal year. Without contractually committing itself
to do so, Lessee reasonably believes that moneys in an amount sufficient to make all Rent Payments can, and
will lawfully be, appropriated therefor. Lessee directs the person incharge ofits budget requests toinclude the
Rent Payments payable during each fiscal year in the budget request presented to Lessee's governing body for
such fiscal year; provided, that Lessee's governing body retains authority to approve orreject any such budget
request. All Rent Payments ahmU be payable out of the general funds of Lessee or out of other \aQoUy
appropriated funds. The Lease will not be general obligation cfLessee and shall not constitute o pledge of
either Lessee's full faith and credit or of Lessee's taxing power. (b) If Lessee's governing body fails to
appropriate sufficient funds in any fiscal year for Rent Payments or other payments due hereunder and if other
funds are not legally appropriated for such payments, a^Non+Appropriation Event" will bedeemed to have
occurred. |faNon-Appropriation Event occurs, then: (|) Lessee shall give Lessor immediate notice ofsuch Non -
Appropriation Event(ii)ontheRmdurnDota.LasseeuhoUreturntoLeuaoroUoftheEquipment.atLaaome'soo|e
expense, in accordance with Section 19; and (c) the Lease shall terminate on the Return Date without penalty to
Lasuem, provided, that Lessee ohmU pay all Rent Payments and other amounts payable under the Lease for
which funds shall have been appnoprisded, provided further, that Lessee shall pay month -to -month rent cdthe
note set forth in the Schedule for each month that Lessee fails to so return the Equipment. "Return Date" means
the last day ofthe fiscal year for which appropriations were made for the Rent Payments due hereunder.
6. NO WARRANTY BY LESSOR. Lessor hereby assignstoLessee any assignable or
suppliers warranties. Lessor authorizes Lessee toobtain the customary services furnished in connection with
such warranties odLessee's sole expense. The Equipment |msold "AS IS"' LESSEE ACKNOWLEDGES
THAT LESSOR DID NOT MANUFACTURE THE EQUIPMENT. LESSOR DOES NOT REPRESENT THE
MANUFACTURER, OWNER, OR DEALER, AND LESSEE SELECTED THE EQUIPMENT BASED UPON
LESSEE'S OWN JUDGMENT. LESSOR MAKES NO WARRANTIES, EXPRESS ORIMPLIED, INCLUDING
WARRANTIES OFMERCHANTABILITY ORFITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE
0PkASTOTHE EQUIPMENT'S VALUE, DESIGN, CONDITION, USE, CAPACITY OR DURABILITY. LESSEE
AGREES THAT REGARDLESS OFCAUSE, LESSOR IS NOT RESPONSIBLE FOR, AND LESSEE WILL
NOT MAKE ANY CLAIM AGAINST LESSOR FOR, ANY DAMAGES, WHETHER CONSEQUENTIAL,
D|RECT, SPECIAL OR INDIRECT INCURRED BY LESSEE IN CONNECTION WITH THE EQUIPMENT OR
THIS LEASE -PURCHASE AGREEMENT. NEITHER THE MANUFACTURER, THE K]EALEFk, NOR ANY
SALESPERSON, EMPLOYEE OPkAGENT OpTHE DEALER ORMANUFACTURER, ISLESSOR'S AGENT
OR HAS ANY AUTHORITY TO SPEAK FOR LESSOR OR TO BIND LESSOR INANY WAY. Lessee agrees
that (a) all Equipment will have been purchased in accordance with Lessee's specifications from manufacturer's
and suppliers selected by Leouaa. (b) Lessor is not a manufacturer ordealer ofany Equipment and has no
liability for the delivery or installation of any Equipment, (c) Lessor assumes noobligation with respect to any
manufacturer's or supplier's product warranties or guaranties, (d) no manufacturer or supplier or any
representative cfeither is an agent ofLessor, (o) any warranty, nepneuontation, o/agreement made by any
manufacturer or supplier or any representative thereof shall not be binding upon Lessor, and (f) Lessor is paying
the Purchase Price solely inconnection with this Lease.
7. TITLE; SECURITY INTEREST. (a) Title to the Equipment is vested in Lessee, subject to Lessoha
security interest therein and all of Lessor's other rights hereunder including, vvbho/d |imbadon. Sections 5. 18.
and 19. (b) As collateral security for the Secured Obligations, Lessee hereby grants to Lessor first priority
security interest in the Equipment (now existing or hereafter acquired) and any and all proceeds thereof.
Lessee agrees to execute and deliver to Lessor all necessary documents to evidence and perfect such security
interemt, including, without |imitaUun. UCC financing statements. (o) "Secured Obligations" means Lessee's
obligations to pay all Rent Payments and all other amounts due and payable hereunder and to perform and
observe all covenonto, agreements and conditions (direct or indirect, obon|uta or contingent, due or to become
due, orexisting orhereafter arising) ofLessee hereunder.
O. MAINTENANCE; OPERATION. At its sole expenue. Lessee will: (a) repair and maintain the Equipment
in good condition and working order in accordance with manufacturer's instructions; (b) supply and install all
replacement parts orother devices when required to so maintain the Equipment or when required by applicable
law or regulation, which parts or devices shall automatically become pad of the Equipment; (c) use all
Equipment in a careful manner in the normal course of its operations and only for the purposes for which it was
designed in accordance with the manufacturer's warranty requirements; and (d) comply with all laws and
regulations relating to the Equipment. Lessor will not provide any maintenance or other service for any
Equipment. Lessee will not make any alterations, additions or improvements (" to any
Equipment without Lessor's prior written consent unless the Improvements may be readily removed without
damage to the operation, value or utility of the Equipment, but any such Improvements not removed prior to this
Lease's termination shall automatically become part of the Equipment.
Q. LOCATION; INSPECTION. The Equipment will not beremoved from, cxif the Equipment isrolling stock,
its permanent base will not bachanged from, the location specified in the Schedule (the ^Lpcation^)without
Lessor's prior written consent which will not be unreasonably withheld. The Equipment is, and will remain,
personal property and will not bedeemed bo be affixed or attached to real estate orany building. Upon
n*moonob\e nctioe. Lessor may enter the Location or elsewhere during normal business hours to inspect the
Equipment.
10. LIENS; SUBLEASES; TAXES. (a) Lessee will keep all Equipment free and clear cfall Liens except
those Liens created hereunder. Lessee shall not sublet or lend any Equipment or permit it to be used by
anyone other than Laooae or Lessee's employees. (b) Lessee will pay when due all Taxes which may now or
hereafter be imposed upon any Equipment or its ownership, |aaning, nanta|, oo|o, pun:hoaa, possession or use,
upon the Lease or upon any Rent Payments or any other payments due under the Lease. |fLessee fails topay
such Taxes when duo. Lessor has the right, but not the obligation, to pay such Taxes. |fLessor pays any such
Taxes. Lessee will, upon demand, immediately reimburse Lessor therefor. "Taxes" means present and future
taxes, |aviea, dudaa, assessments prother governmental charges that are not based onthe net income of
Lessor, whether they are assessed to or payable by Lessee or Lessor, including, without limitation (i) sales, use,
excise, |icenoing, regiotration, bding, gross rmceipto, stamp and personal property toxao. and (ii) interest,
penalties orfines onany nfthe foregoing.
11. RISK OFLOSS. (o)Lessee bears the entire risk cf loss, theft, damage ordestruction ofthe Equipment in
whole or in part from any reason whatsoever ("Casualty Loss"). No Casualty Loss to any Equipment mhoU
relieve Lessee from the obligation tomake any Rent Payments or to perform any other obligation hereunder.
Proceeds of any insurance recovery will be applied to Lessee's obligations under this Section 11 - |foCasualty
Loss occurs toany Equipment, Lessee shall immediately notify Lessor, and Lessee shall, unless otherwise
directed by Lassnr, immediately repair the same. (b) |fLessor determines that any item of Equipment has
suffered m Casualty Loss beyond repair (^LoutEquipment^)' Lessee shall aither(i) immediately replace the Lost
Equipment with similar equipment in good repair, condition and working order free and clear of any Liens
(except Lessor's Lieno), in which event such replacement equipment shall automatically be Equipment
hereunder, and deliver toLessor true and complete copies of the invoice orbill nfsale covering the replacement
equipment; or (ii) on the earlier ofGU days after the Casualty Loss or the next scheduled Rant Payment dato,
pay Lessor (A) all amounts owed by Lessee hereunder, including the Rent Payments due on or accrued through
such data plus (B) an amount equal to the Termination Value as of the Rant Payment data (or if the Casualty
Loos payment is due between Rent Payment detes, then as of the Rent Payment data preceding the date that
the Casualty Loss payment iwdue) set forth inthe Schedule. |fLessee ismaking such payment with respect to
|eoo than all of the Equipment. Lessor will provide Leaoaa with the pro rota amount of the Rent Payment and
Termination Value to be paid by Lessee with respect to the Lost Equipment and a revised Schedule. (o)Tnthe
extent not prohibited by State |avv. Lessee shall bear the risk ofloss for, ohn|| pay dinact|y, and shall defend
against any and all claims, |iabi|iUea, pnooeadings, actions, expenses (including reasonable ottornay'o hseo),
damages or losses arising under or related toany Equipment, inc|uding, but not limited to, the possession,
ownership, |eaoa, use or operation thereof. These obligations of Lessee ohs|| survive any expiration or
termination of this Lease. Lessee shall not bear the risk of |oao of, nor pay for, any claims, |iabi|idee,
pnoceadingo, ocUons, expenses (including ottnrney'sfaee). damages or losses which arise directly from events
occurring after any Equipment has been returned by Lessee to Lessor in accordance with the terms hereof or
which arise directly from Lessor's gross negligence orwillful misconduct.
12. INSURANCE. (a) Lessee at its sole expense shall stall times keep all Equipment insured against all
Casualty Losses in an amount not less than the Equipment's Termination Value. Proceeds of insurance
covering damage or loss of any Equipment shall be payable to Lessor as loss payee. (b)The Total Sale Price
as set forth on the Schedule does not include the payment of any premium for any liability insurance coverage
for bodily injury and/or property damage caused to others and no such insurance will be purchased by Lessor.
(c)Lessee adits sole expense shall adall times carry public liability and third party property damage insurance in
amounts reasonably satisfactory to Lessor protecting Lessee and Lessor from |iobi|biau for injuries to persons
and damage to property of others relating in any way to any Equipment, Proceeds of such public liability or
property insurance shall be payable first to Lessor as additional insured to the extent ofits liability and then to
Lessee. All insurers will be reasonably satisfactory to Lessor. Lessee will promptly deliver to Lessor
satisfactory evidence of required insurance coverage and all manawm|s and replacements thereof. Each
insurance policy will require that the insurer give Lessor at least 30 days prior written notice of any such
cancellation of such policy and will require that Lauoo/o interests remain insured regardless of any oct, error,
miorapnaoantsdion, omission or neglect of Lessee. The insurance maintained by Lessee shall be primary
without any right of contribution from insurance which may be maintained by Lessor.
13. PURCHASE OPTION. Upon 60 days prior written notice by Lessee to Lessor and if no Event of Default
then mxisto. Lessee may purchase the Equipment on any Rant Payment due dote by paying to Lessor all Rent
Payments than due (including accrued inberea, if any) plus the Termination Value amount set forth on the
Schedule for such date. Upon satisfaction by Lessee of the foregoing purchase conditions, Lessor shall release
its Lien on the Equipment and Lessee shall retain its title tn such Equipment "AS -IS, VVHERE-|8^, without
representation or warranty by Lessor, express or implied, except for a representation that the Equipment is free
and clear ofany Liens created byLessor.
14. REPRESENTATIONS AND WARRANTIES. Lomome represents and warrants that: (a) Lessee has full
power, authority and legal right to execute and deliver the Lease and to perform its obligations under the Lease,
and all such actions have been duly authorized by appropriate findings and actions of Lessee's governing body;
(b) the Lease has been duly executed and delivered by Lessee and is o |agm|, valid and binding obligation of
Leooaa, anh»rcaob|a in accordance with its terms; except to the extent limited by Florida and Fadano! laws
affecting remedies and by bankruptuy, reorganization or other laws of general application relating to or affecting
the enforcement ofcreditor's rights. (o) the Lease is authorized under, and the authorization, execution and
delivery of the Lease complies vvith, all applicable hmdero|, state and local laws and regulations (ino|uding, but
not limited to, all open meebng, public bidding and property acquisition laws) and all applicable judgments and
court orders; (d) the execution, delivery and performance by Lessee of its obligations hereunder will not result in
a bn000h or violation of, nor constitute e default under, any agreement, lease or other instrument bnwhich
Lessee is a party or by which Lsoaea'o properties may be bound or affected; (s) there is no pendinQ, or to the
best of Lessee's knowledge threatened, litigation of any nature which may have m material adverse effect on
Lessee's ability to perform its obligations under the Lease; and (0 Le000a is a otote, or a political subdivision
thereof, as referred to in Section 103 of the Code, and Lessee's obligation hereunder constitutes an enforceable
obligation issued onbehalf ofostate oropolitical subdivision thereof.
16 TAX COVENANTS. Lessee covenants that it: (a)shall comply with all of the requirements of
Sections 149(a) and 149Aa of the Code, as they may be amended from time to time, induding, but not limited
to, executing and filing Internal Revenue Form 8038G or 8038GC. as the case may be, and any other
information statements reasonably requested by Lessor; (b) shall not do (or cause to be done) any act which will
cause, or by omission of any act allow, the Lease to be an "arbitrage bond" within the meaningofSection 148(a)
of the Code or the Lease to be a "private activity bond" within the meaning of Section 141(a) of the Code; and
(o) shall not do (or cause to be done) any act which will cause, orbyomission of any act allow, the interest
portion of any Rent Payments to be or become includable in gross income for federal income taxation purposes
under the Code. (d) If Lessor either (i) receives notice, in any form, from the IRS; or (ii) reasonably determines,
based on an opinion of independent tax counsel selected by Lessor and approved by Lessee, which approval
Lessee shall not unreasonably withhold, that Laoonr may not exclude the interest component of any Rent
Payment under a Tax -Exempt Lease from federal gross income because Lessee breached a covenant
contained herein, then Lessee oho|| pay to Leaoor, within thirty(3O) days after Lessor notifies Lessee of such
determination, the amount which, with respect to Rent Payments previously paid and taking into account all
pena|hao, finea, interest and additions totax (including all hadare|. state and local taxes imposed on the interest
component of all Rent Payments under such Tax -Exempt Lease due through the date of such avant) that are
imposed on Lessor as a result of the loss of the exclusion, will restore to Lessor the same after-tax yield on the
transaction evidenced by such Tax -Exempt Lease (assuming tax at the highest marginal corporate tax rate) that
it would have realized had the exclusion not been lost. Additionally, Lessee agrees that upon the occurrence cf
such an event with respect booTax-Exempt Leaue, it ohoU pay additional rent to Lessor on each succeeding
Rent Payment due date in such amount eswill maintain such after-tax yield tu Lessor. Lessor's determination
of the amount necessary to maintain its after-tax yield as provided in this subsection (b) shall be conclusive
(absent manifest error), Notwithstanding anything in aTax'Exempt Lease tuthe contrary, any payment that
Lessee is required to make pursuant to this subsection (b) shall be made only from Legally Available Funds.
1& ASSIGNMENT. (a) Lessee shall not assign, bonoha[ p|edge, hypothecob*, nor grant any Lien on, nor
cdhemvioo dispose of, this Lease orany Equipment orany interest in this Lease or Equipment. (b) Lessor may
interest in this Lease and its Equipment, inwhole or in part, to any party at any time. Any such assignee or lien
holder (an "Assignee") shall have all of the rights of Lessor under the applicable Lease. LESSEE WILL NOT
ASSERT AGAINST ANY ASSIGNEE ANY CLAIMS, ABATEM8ENTS, SETOFFS, COUNTERCLA|MG,
RECOUPMENTOPKANY OTHER SIMILAR DEFENSES WHICH LESSEE MAY HAVE AGAINST LESSOR.
Unless Lessee agrees otherwise in writing, any such assignment transaction shall not release Lessor from any
of Lessor's obligations under this Lease. An assignment or reassignment of any of Lessor's hghto, title or
interest in the Lease orits Equipment will beenforceable against Lessee only after Lessee receives a written
notice ofassignment which discloses the name and address of each such Assignee. For purposes of Section
149 of the Code. Lessee hereby appoints Lessor (or Lessor's designee) as the book entry and registration agent
hokeep acomplete record nfany and all assignments ofthis Lease. Lessee agrees hmacknowledge inwriting
any such assignments if so requested. (o) Subject tothe foregoing, this Lease inures to the benefit ofand is
binding upon the heirs, executors, administrators, successors and assigns of the parties hereto.
17. EVENTS OF DEFAULT. 'Event of Default" means the occurrence of any one mmore of the : (a)
Lessee fails bz make any Rent Payment (or any other payment) as it becomes due hereunder, and any such
toi|una continues for 10 days after the due date thereof; (b) hesaaa fails to padbnn any of its obligations under
Sections 10(a)` 12. or 16(a); (o) Lessee fails ho perform or observe any other condition o,agreement to be
performed or observed by it hereunder and such failure ia not cured within 30 days after receipt ofLessor's
written notice thereof; (d) any statement, representation or warranty made byLessee herein or in any writing
delivered by Lessee in connection therewith proves at any time to have been false or misleading in any material
respect as of the time when made; (e) Lessee applies for, or consents to, the appointment of a receiver, trustee,
conservator or liquidator ofLessee orufall or substantial pad of he aaoets, or a petition for relief is filed by
Lessee under any federal or state bankruptcy, insolvency or similar law, or a petition in a proceeding under any
federal orstate bankruptcy, insolvency proimi|arlawisfiled against Lessee and is not dismissed within GOdayo
thereafter; or Lessee shall be in default under any other |eono or under any other financing agreement
executed atany time with Lessor.
18 REMEDIES. (a) If any Event ofDefault occurs, Lessor may, atits option, doone cvmore nfthe following:
(i) require Lessee to pay all amounts then currently due hereunder and all remaining Rent Payments to become
due hw,eunder, together with interest on such amounts at the ,ate of 12% per annunn (but not to exceed the
highest rate permitted byapplicable law) from the date ofLessor's demand for such payment; (ii)require Lessee
to promptly return all Equipment to Lessor in the manner set forth in Section 19. (iii) enter upon the pnamiomo
where any Equipment is located and naponsaoa such Equipment without demand or notiva, without any court
order orother process of law and without liability for any damage occasioned by such repossession; (iv) sell,
lease orotherwise dispose of any Equipment, in whole or in part, in one ormore public or private transactions,
and if Lessor so disposes of any Equipment. Lessor will retain the entire proceeds of such disposition free of
any claims of Lessee, prov\ded, that if the net proceeds of the disposition of all the Equipment exceeds the
applicable Termination Value plus the amounts payable by Lessee under this Section's clauses (a)(i) and
(m)(vii), than such excess amount shall be remitted by Lessor to Lessee; (v) temminede, cancel orrescind this
Lease as to any and all Equipment (vi) exercise any other hght, remedy or privilege which maybe available to
Lessor under applicable law or, by appropriate court action at law or in equity. Lessor may enforce any of
Lessee's obligations under the Lease; and/or (vii) require Lessee to pay all of Lessor's out-of-pocket costs and
expenses incurred as a result (directly or indirectly) of the Event of Default and/or of Lessor's actions under this
Section, including, without limitation, any attorney fees and expenses and any costs related to the repossession,
uahakeeping, eionaga, rapair, reconditioning or disposition of any Equipment. (b) None of the above remedies in
exo|um|ve, but each is cumulative and in addition to any other available remedy. Exercise of one or more
remedies will not preclude its exercise of any other remedy. No delay or failure in exercising any remedy
hereunder shall operate as a waiver thereof nor as an acquiescence in any default. Nosingle orpartial exercise
of any remedy precludes any other exercise thereof or the exercise of any other remedy.
19. EQUIPMENT RETURN. |fLessor ioentitled toobtain possession o[any Equipment under the provisions
ofthis Lease orifLessee kaobligated *tany time horeturn any Equipment, then (a)title bothe Equipment shall
vest in Lessor immediately upon Lessor's notice thereof to Lessee, and (b) Lessee shall, at its sole expense and
riok, immediately de'inota||, dioeooemNe, pock, onote, insure and return the Equipment to Lessor (a|| in
accordance with applicable industry standards) at any location in the continental United States selected by
Lessor. The Equipment shall be inthe same condition as when Lessee received it (except reasonable wear,
tear and depreciation resulting from normal and proper use); shall be in good operating order and maintenance
as required hereunder; shall be free and clear ofany Liens (except Lessor's Lien); and shall comply with all
applicable laws and regulations. Until the Equipment is returned as required above. this Lease shall remain in
full force including, without Umitation, the obligations to pay Rent Payments and to insure the Equipment.
Lessee will execute and deliver to Lessor all documents reasonably requested by Lessor to evidence the
transfer ofthe Equipment's legal and beneficial title to Lessor and bo evidence the termination of Lessee's
interest inthe Equipment.
20. LAW GOVERNING. Each lease shall be governed bwthe laws mfthe state mfthe lessee (The
21. FINANCIAL INFORMATION; INDEMNITY; POWER OFATTORNEY. Aosoon aothey are available after
their completion in each fiscal year ofLessee during the Lease Tenn. Lessee will deliver to Lessor upon
Lessor's request the publicly available annual financial information of Lessee. To the extent permitted by Florida
law, Lessee shall indamnifv, hold harmless and, if Lessor requests, defend Lessor and its mhan*hm|dem,
affi|ioten, amnp|oyaeo, dealers and agents against all Claims directly or indirectly arising out oforconnected with
(a) the mnanufauctuna, installation, use, |amse, possession ordelivery cfthe Equipment, (b) any defects in the
Equiprnont, any wrongful act or omission of Laooae, or its employees and agents, or (c) any claims of alleged
breach by Lessee of this Lease -Purchase Agreement or any related document. "Claims" means all |oasma.
liabilities, damages, penalties, expenses (including attorney's fees and costs), claims, actions and suits, whether
incontract, tort orotherwise. Lessee hereby appoints Lessor its true and lawful attorney -in -fact (with full power
of substitution) to (i) prepare any instrument, certificate of title or financing statement covering the Equipment or
cdhemWaa protecting Lessor's interest in the Equipment, to sign Lessee's name with the same force and effect
as if signed by Lamoee, and to file same at the proper |ocotipn(o); and (ii) make claims for, receive payment of,
and execute and endorse all documemdm, checks or drafts for |oom, thaft, damage or destruction to the
Equipment under any insurance.
22. MISCELLANEOUS. (a) All section headings in the Lease are for reference only and do not define or limit
the scope cf any provision hereof. (b)This Lease may beexecuted inseveral counterparts, each ofwhich shall
bedeemed onoriginal, but all ofwhich shall badeemed one instrument. Only one counterpart ofthis Lease will
bemarked ^Le000r'oOrigine|^ All other counterparts will bedeemed duplicates. Anassignment of, orsecurity
interest in.this Lease may bmcreated through transfer and possession only cfthe counbsrpo�marked ^Lemno/o
Original". (c) This Lease constitutes the entire agreement between the parties with respect tothe lease ofthe
Equipment. This Lease shall not be modified or amended except with the written consent of Lessee and Lessor.
Any provision of this Lease found to be prohibited by law shall be ineffective to the extent of such prohibition
without invalidating the remainder of the Lease. (d) All notices to be given hereunder shall be in writing and
either personally delivered or mailed by regular or certified mail or sent by an overnight courier delivery
company to the other party at its address set forth herein or at such address as the party may provide in writing
from time totime. Any such notices shall be deemed to have been received 5 days after mailing if sent by
regular orcertified moi|, or on the next business day if sent byovernight courier, or on the day of delivery if
delivered personally.
23. ANTI -MONEY LAUNOER|NG8NTERNAT|ONALTRADE LAW COMPLIANCE.
Lessee represents and warrants to Lessor, as of the date of this Master Lease, the date of each advance of
proceeds pursuant tothis Master Lease, the date of any renewal, extension or modification of this Master Lease
or any Leaoe, and at all times until this K8motar Lease and each Lease has been terminated and all amounts
thereunder have been indefeasibly paid in full, that (a) no Covered Entity (i) is e Sanctioned Person; (ii) has
any ofits assets in o Sanctioned Country orin the ponuaouion, custody orcontrol of Sanctioned Person; cv(iii)
does business in or with, or derives any of its operating income from investments in or transactions with, any
Sanctioned Country or Sanctioned Person in violation of any |am, regu|sdion, order ordirective enforced by any
Compliance Authority; (b) the proceeds of any Lease will not be used to fund any operations in, finance any
investments oractivities in, or, make any payments to, o Sanctioned Country orSanctioned Person in violation
of any |aw, rogu|adon, order prdirective enforced by any Compliance Authority; (c) the funds used to repay any
Lease are not derived from any unlawful activity; and (d) each Covered Entity is in compliance with, and no
Covered Entity engages in any dealings or transactions prohibited by. any |owm of the United Gbatea, including
but not limited to anyAnh'Ternuhom Laws. Lessee covenants and agrees that it shall immediately notify Lessor
inwriting upon the occurrence ofaReportable Compliance Event.
As used herein: "Anti -Terrorism Laws" means any laws relating toterrorism, trade sanctions programs
and embargoes. import/export licensing, money |aundehng, or bhbery, all as omendod, supplemented or
nyp|ooed from time to time; "Compliance Authority" means each and all of the (n) U.S. Treasury
Department/Office of Foreign /\oeeta Control, (b) U.G. Treasury Department/Financial Crimes Enforcement
Network, (u) U.S. State Departnnent/Oirectorate of Defense Trade Controls, (d) U.S. Commerce
Department/Bureau cfIndustry and Security, (a) U.S. |nbxma| Revenue Sonvica, U0 U.S. Jundoa Department,
and (g) U.S. Securities and Exchange Commission; "Covered Entity" means Lessee, its affiliates and
subsidiaries, all guarantors, pledgors of collateral, all owners of the foregoing, and all brokers or other agents of
Lessee acting in any capacity in connection with this Master Lease or any Lease; "Reportable Compliance
Event" means that any Covered Entity becomes oSanctioned Person, orioindicted, arnsigned, investigated or
custodim||y dedoined, or receives an inquiry from na0u|abzry or law enforcement officia|s, in connection with any
Anti -Terrorism Law orany predicate crime to any Anti -Terrorism Law, or self -discovers facts or circumstances
implicating any aspect of its operations with the actual or possible violation of any Anti -Terrorism Law;
"Sanctioned Country" means a country subject to a sanctions program maintained by any Compliance Authority;
and "Sanctioned Penaon" means any individual peroon, group, regima, entity or thing listed o, otherwise
recognized as a specially deoignated, pnohibited, sanctioned or debarred person or entity, orsubject to any
limitations or prohibitions (including but not limited to the blocking of property or rejection of transactions), under
any order ordirective of any Compliance Authority orotherwise subject to, or specially designated undar, any
sanctions program maintained byany Compliance Authority.
24. USA PATRIOT ACT NOTICE.
To help the government fight the funding of terrorism and money laundering activities. Federal law requires all
financial institutions b)obtain, verify and record information that identifies each lessee that opens an account.
What this means: when Lessee opens on account. Lessor will ash for the business name, business addnass,
taxpayer identifying number and other information that will allow Lessor to identify Lessee, such as organizational
documents. For some businesses and organizations, Lessor may also need toask for identifying information and
documentation relating to certain individuals associated with the business or organization.
25. HEAVY-DUTY VEHICLE GREENHOUSE GAS EMISSION REDUCTION REGULATION.
(a) If the equipment leased pursuant to the Lease is a tractor, the Lessee of this heavy-duty tractor
understands that when using aheavy-duty tractor topull aS3-hzot orlonger box -type trailer pnohighway within
California, the heavy-duty tractor must be compliant with sections 95300-95312. title 17. California Code of
Roou|ationa, and that it is the responsibility of the Lessee to ensure this heavy-duty tractor is compliant. The
regulations may require this heavy-duty tractor to have |ow+nz|ling -resistance tires that are U.S. Environmental
Protection Agency (U.S. EPA) GmodVVoyVorified Technologies prior to current or future use in California, or
may entirely prohibit use ofthis tractor in California if it is a model year 2011 o, later tractor and in not a U.S.
EPA SmartWay Certified Tractor.
(b) If the equipment leased pursuant to the Lease is o trailer, the Lessee of this box -type bailer
understands that when using a heavy-duty tractor to pull a 53-foot or longer box -type trailer on a highway within
California, the box -type trailer must be compliant with sections 95300'85312. title 17. California Code of
Raqu|sdkzna, and that it is the responsibility. ofthe Lessee to ensure this bon -typo trailer in compliant. The
regulations may require this trailer to have low -rolling -resistance tires and aerodynamic technologies that are
U.S. Environmental Protection Agency SmnrtVVoy Verified Technologies prior to current or future use in
(n) Notwithstanding anything in the Lease bothe contrary, the Lease does not prohibit the Lessee from
modifying the trailer, at Leooao'o oost, to be compliant with the requirements of the California Heavy -Duty
Vehicle Greenhouse Gas Emission Reduction Regulation.
26. IMPORTANT INFORMATION ABOUT PHONE CALLS. 8yproviding telephone numbar(o) hoLessor, now
or at any later time, Lessee authorizes Lessor and its affiliates and designees to contact Lessee regarding
baeoee account(s) with Lessor or its affiU*deo, whether such accounts are Laooae individual accounts or
business accounts for which Lessee is acontuct. at such numbers using any meano, including but not limited to
placing uaUo using an automated dialing system to ceU. Vo|P or other wireless phone number. or leaving
prerecorded messages or sending text mensagoo, even if charges may be incurred for the oaUu or text
messages. Lessee consents that any phone call with Lessor may be monitored or recorded by Lessor.
OPTIONS ATEND OFLEASE TERM. /tthe end ofthe Lease Term, Lessee shall have the options set forth in
the End-]f-LoaaeTerm Options Rider that isattached hnand made apart ofthe Lease ifand only ifsaid End -
Of -Lease Term Options Rider has been executed by Leaoen. Lessor and Manufacturer orManufacturer's
designee.
PNC Equipment Finonno.LLC
Le ("Lessor")
By: . Title: Al Title
City ofCrestview
1S8N.Wilson Street
Crestview, FL3253G
Sandra Thomas
Vice President
155East Broad Street, B4-B23O'O5'7
Columbus, OH4521S
FLORIDA LEASE -PURCHASE AGREEMENT ADDENDUM
(Florida Local Government Lease)
Dated AaOfMav23.2O1O
Lease -Purchase Agreement Number 1BOS720UU
Lessee: CUvofCrestview
Reference is made to the above Lease -Purchase Agreement ("Lease") by and between PNC Equipment
Finance, LLC ("Lessor") and the above lessee ("Lessee"). This Florida Lease -Purchase Agreement Addendum
("Addendum") amends and modifies the terms and conditions of the Lease and is hereby made a part of the Lease.
Unless otherwise defined herein, capitalized terms defined in the Lease shall have the same meaning when used herein.
NOW, THEREFORE, oapart of the valuable consideration toinduce the execution of Leases, Lessor and
Lessee hereby agree to amend the Lease as follows:
1 All ofSection bofthe Lease is deleted and replaced with the following.
�. Termination for Non-Apprmpriatimn.Lessee is obligated only tnpay such Rent Payments as may lawfully be
made from funds of the Lessee actually budgeted and appropriated for that purpose consistingof legally
revenues other than ad valorem taxes (the "Legally Available Funds"), Should Lessee fail to budget, appropriate or
otherwise make available funds to pay Rent Payments on the date set forth in the Schedule for the forthcoming fiscal
period of the Lessee (a "Non -Appropriation Event"), this Agreement shall be deemed terminated at the end of the then
current fiscal period. Lessee agrees to deliver notice to Lessor of such termination at least 60 days prior to the end of the
current fiscal period. In the event of a Non -Appropriation, Lessee agrees to voluntarily return the Equipment to Lessor
and no further Rent Payments shall be due from the Lessee. Lessor shall use its best efforts to sell such Equipment in a
commercially reasonable manner at public or private sale and apply the proceeds of such sale to pay the following items
in the following order: (i) all costs and expenses of receiving possession of such Equipment and completing the sale
thereof, (ii) the applicable Rent Payment amounts due hereunder for the fiscal period for which a Non -Appropriation
Event has occurred, and (iii) the balance of any Rent Payments owed by Lessee hereunder for which a Non -
Appropriation Event has occurred during the fiscal period of Lessee then in effect. Any sale proceeds remaining after the
requirements of clauses (i), (ii) and (iii) have been met shall be for the account of Lessee and shall be remitted to Lessee.
In the event that Lessee fails or refuses to return the Equipment voluntarily as set forth above, Lessor acknowledges that
no right in Lessor arises hereunder to involuntarily dispossess Lessee of possession of all or any item of Equipment. In
lieu of such right, Lessor shall be entitled to receive from Lessee, and Lessee agrees to pay to Lessor, immediately, but
only from Legally Available Funds, the Termination Value amount applicable to the immediately preceding Rent Payment
due date, as set forth on the Schedule, plus the interest component of any Rent Payments accrued and unpaid as of the
date of such payment. A Non -Appropriation Event shall not constitute a default hereunder."
2. Section 7ofthe Lease bdeleted and replaced with the following:
7TITLE; UCCFILINGS.
71 Upon Lessee's acceptance of any Equipment under a Lease, title to the Equipment shall vest in Lessee,
subject to Lessor's rights under such Lease including, without limitation, Sections 5, 18and 1ghereof.
72Lessor shall not have a security interest in any of the Equipment under the Uniform Commercial of
the State of Florida, but, in order to give notice to others of Lessor's rights under Sections 5, 18 and 19 hereof, Lessee
agrees to execute and deliver to Lessor UCC financing statements relating to the Equipment and any amendments
3 All ofSection 18isdeleted and replaced with the following:
^18.REMEDIES. |fany Event cfDefault occurs, then Lessor may, uiits option, exercise any one or
more nfthe following remedieo-
�a Lessor may require Lessee topay, and Luaeeo agrees that it shall pay, (1)uU
amounts then currently due under all Leases, (2) all remaining Rent Payments due under all Leases
during the 5eoe| year in effect when the Event ofDefault occurs, (3) to the extent permitted by
applicable |ew. the Termination Value due under all Leases when the Event ofDefault occurs after
subtracting all amounts paid by Lessee under subclause (2) of this clause (a), and (4) interest on the
foregoing amounts at the highest lawful rate from the date of Lessor's demand for such payment;
"(b) upon Lessor's request, Lessee will promptly return all Equipment to Lessor in the
manner set forth in Section 19, provided, that Lessor waives and releases any right that it may have at
law or in equity to specific or compulsory performance of the foregoing agreement of Lessee to return
the Equipment to Lessor;
"(c) If Lessor terminates this Agreement and receives possession of the Equipment, Lessor shall use its best efforts
to sell such Equipment in a commercially reasonable manner at public or private sale and apply the proceeds of such
sale to pay the following items in the following order: (i) all costs and expenses of receiving possession of such
Equipment and completing the sale thereof, (ii) the applicable Rent Payment amounts due hereunder for which an Event
of Default has occurred and is then continuing, and (iii) the balance of any Rent Payments owed by Lessee hereunder for
which an Event of Default has occurred and is then continuing during the fiscal period of Lessee then in effect. Any sale
proceeds remaining after the requirements of clauses (i),(ii) and (iii) have been met shall be for the account of Lessee
and shall be remitted to Lessee. If the proceeds of the sale of such Equipment is not sufficient to pay the balance of any
Rent Payments owed by Lessee hereunder during the fiscal period of Lessee then in effect, Lessor may pursue such
other remedies as are available at law or in equity to collect the balance of such Rent Payments from Lessee's legally
available funds "
"(d) subject to the provisions of the Leases that restrict Lessor's right to repossess or
foreclose on the Equipment, Lessor may exercise any other right, remedy or privilege which may be
available to Lessor under applicable law or Lessor may enforce any of Lessee's obligations under any
Lease by appropriate court action at law or in equity; and/or
"(e) Lessor may require Lessee to pay (and Lessee agrees that it shall pay) all out-of-
pocket costs and expenses incurred by Lessor as a result (directly or indirectly) of the Event of Default
and/or of Lessor's actions under this section, including, without limitation, any attorney fees and
expenses and any costs related to the repossession, safekeeping, storage, repair, reconditioning or
disposition of any Equipment.
"None of the above remedies is exclusive, but each is cumulative and in addition to any other remedy
available to Lessor. Lessor's exercise of one or more remedies shall not preclude its exercise of any
other remedy. No delay or failure on the part of Lessor to exercise any remedy under any Lease shall
operate as a waiver thereof, nor as an acquiescence in any default, nor shall any single or partial
exercise of any remedy preclude any other exercise thereof or the exercise of any other remedy."
4. Lessor acknowledges that (a) no Lease will be a general obligation of Lessee, (b) no Lease will be
payable from a pledge of ad valorem taxes, and (c) no Lease shall constitute a pledge of either the full faith and credit of
Lessee or the taxing power of Lessee.
6. Except as expressly amended by this Addendum and other modifications signed by Lessor, the Lease
remains unchanged and in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Addendum as of the date first referenced
above.
City of Crestview
(Les
By:
44 G.Ltc
Title: AA, n
"IFz aim
Ett,,t_bt44., (NA
Title.
teic—
PNC Equipment Finance, LLC
(Lessor)
By:
Sandra Thomas
Vice President
SCHEDULE A-1 TO LEASE -PURCHASE AGREEMENT
This Schedule A-1, (the "Schedule") is attached and made a part of the Lease -Purchase Agreement No.
196972000, together with all exhibits, schedules, addenda, and other attachments thereto, executed by Lessee
and Lessor (the "Lease"). Unless otherwise defined herein, capitalized terms will have the same meaning
ascribed to them in the Lease. To the extent that there is any conflict between the terms of the Lease and this
Schedule, the terms of this Schedule shall control.
1. EQUIPMENT DESCRIPTION. As used in the Lease, "Equipment" means all of the property described in
this Schedule and all attachments, additions, accessions, parts, repairs, improvements, replacements and
substitutions thereto.
2. ESSENTIAL USE; CURRENT INTENT OF LESSEE. Lessee represents that the use of the Equipment is
essential to Lessee's proper, efficient and economic functioning or to the services that Lessee provides to its
citizens and the Equipment will be used by Lessee only for the purpose of performing its governmental or
proprietary functions consistent with the permissible scope of its authority. Lessee currently intends for the full
Lease Term: to use the Equipment; to continue this Lease; and (if applicable) to make Rent Payments if funds
are appropriated in each fiscal year by its governing body.
3. BANK QUALIFIED. LESSEE CERTIFIES THAT IT HAS DESIGNATED THIS LEASE -PURCHASE
AGREEMENT AS A QUALIFIED TAX-EXEMPT OBLIGATION IN ACCORDANCE WITH SECTION 265(b)(3)
OF THE CODE, THAT IT HAS NOT DESIGNATED MORE THAN $10,000,000 OF ITS OBLIGATIONS AS
QUALIFIED TAX-EXEMPT OBLIGATIONS IN ACCORDANCE WITH SUCH SECTION FOR THE CURRENT
CALENDAR YEAR AND THAT IT REASONABLY ANTICIPATES THAT THE TOTAL AMOUNT OF TAX-
EXEMPT OBLIGATIONS TO BE ISSUED BY LESSEE DURING THE CURRENT CALENDAR YEAR WILL NOT
EXCEED $10,000,000.
4. EQUIPMENT LOCATION & DESCRIPTION.
City of Crestview
198 N. Wilson Street
Crestview, FL 32536
Okaloosa County
2016 Pierce Saber Pumper Vin#
2016 Pierce Saber Pumper VIN #
5. LEASE PAYMENT SCHEDULE.
(a) Accrual Date: May 23, 2016
(b) Amount Financed:
Equipment Purchase Price $937,884.48
ii. purchase Price Deductions $0.00
Prepay Discounts $35,004.22
Trade In $0.00
Total Amount Financed (Cash Sale Price minus
$902,88026
Purchase Price Deductions)
(c) Payment Schedule:
Accrual Date: &1ov22. 2016
Rend Payment Rent Payment Rent Payment Interest
Number Date Amount Portion
Principal Portion
Termination
Value
1 5/23/2017 108.589.95 25.372.00 84.217.95 843.22218
2 5/23/2018 108.589.95 23.006.37 86.584.58 754.040.06
3 5/23/3019 109.589.95 20.572.25 89.017.70 662.351.83
4 5/23/2020 109.589.95 18.070.74 91.51921 568.087.04
S 5/23/2021 109.589.86 15.498.85 94.081.00 471.173.31
G 5/23/2022 109.589.95 13.854.88 86.735.07 371.536.19
7 5/23/2023 109.589.85 10.136.51 99.453.44 269.099.15
8 6/23/2023 281`884.85 623.54 261.261.31 1.00
City of Crestview
(")
By:
A
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PNC Equipment Finance, LLC
("Lessor")
Sandra Thomas
VirA President
INSURANCE COVERAGE DISCLOSURE
PNC Equipment Finance, LLC, LESSOR
City of Crestview, LESSEE
RE: INSURANCE COVERAGE REQUIREMENTS
1. In accordance with the Lease -Purchase Agreement, Lessee certifies that it has instructed the
insurance agent named below (please fill in name, address, and telephone number):
_
ie k ,e,-, r e c
/ ( -5- c' /
IL/ /) C -1 1 3
to issue:
a. All Risk Physical Damage Insurance on the leased Equipment evidenced by a Certificate of Insurance
and Long Form Loss Payable Clause naming PNC Equipment Finance, LLC and/or its assigns as Loss
Payee.
Coverage Required: Termination Value Specified
b. Public Liability Insurance evidenced by a Certificate of Insurance naming PNC Equipment Finance,
LLC and/or its assigns as an Additional Insured.
Minimum Coverage Required:
$1,000,000.00 per person
$2,000,000.00 aggregate bodily injury liability
$1,000,000.00 property damage liability
Proof of insurance coverage will be provided to PNC Equipment Finance, LLC, 155 East Broad
Street, B4-B230-05-7, Columbus, OH 43215; prior to the time that the property is delivered to Lessee.
OR
2. Pursuant to the Lease -Purchase Agreement, Lessee represents and warrants, in addition to other
matters under the Lease -Purchase Agreement, that it is lawfully self -insured for: (check to indicate
coverage)
a. All risk, physical damage in the amount specified in 1(a) above.
b. Public liability for not less than the amounts specified in 1(b) above.
Lessee has attached a signed letter describing self-insurance.
LESSEE: City of Crestview
A' ice- 7
Title: C..//
RESOLUTION 16-13
A RESOLUTION OF THE CITY OF CRESTVIEW, FLORIDA,
AUTHORIZING THE FINANCING OF FIRE EQUIPMENT IN THE
AMOUNT OF $902,880.26, PROVIDING FOR THE PAYMENT OF SUCH
FINANCING, MAKING CERTAIN COVENANTS AND AGEEMENTS IN
CONNECTION THEREWITH, AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, the City of Crestview is a political subdivision of the State in which the City of
Crestview ( "The City") is located (the "State") and is duly organized and existing pursuant to the
Constitution and laws of the State.
WHEREAS, pursuant to applicable law, the City Council of the City of Crestview is authorized to
acquire and dispose of real and personal property, including, without limitation, rights and interest in
property, leases and easements necessary to the functions or operations of the City of Crestview.
WHEREAS, the City Council hereby finds and determines that the execution of one or more Lease -
Purchase Agreements ("Leases") in the principal amount not exceeding the amount stated above for the
purpose of acquiring the property ("Equipment") to be described in the Leases is appropriate and
necessary to the functions and operations of the City of Crestview.
WHEREAS, PNC Equipment Finance, LLC ("Lessor") shall act as Lessor under said
Leases.
NOW, THEREFORE, Be It Resolved by the City Council of the City of Crestview, Florida:
Section I . The Mayor and the City Clerk,("the Agents"), acting on behalf of the City, are hereby
authorized to negotiate, enter into, execute, and deliver one or more Leases in substantially the form set forth
in the document presently before the City Council, which document is available for public inspection at the
office of the City Clerk. The Agents, acting on behalf of the City are hereby authorized to negotiate, enter into,
execute, and deliver such other documents relating to the Lease as the Agents deem necessary and
appropriate. All other related contracts and agreements necessary and incidental to the Leases are hereby
authorized.
Section 2. The aggregate original principal amount of the Leases shall not exceed the amount stated
above and shall bear interest as set forth in the Leases and the Leases shall contain such options to
purchase by the City as set forth therein.
Section 3. The City's obligations under the Leases shall be subject to annual appropriation or renewal by
the City Council as set forth in each Lease and the City's obligations under the Leases shall not constitute
general obligations of the City or indebtedness under the Constitution or laws of the State.
Section 4. As to each Lease, the City of Crestview reasonably anticipates to issue not more than
$10,000,000 of tax-exempt obligations (other than "private activity bonds" which are not "qualified 501(c) (3)
bonds") during the calendar year in which each such Lease is issued and hereby designates each Lease
as a qualified tax-exempt obligation for purposes of Section 265(b) of the Internal Revenue Code of 1986, as
amended.
Section 5. This resolution shall take effect immediately upon its adoption and approval.
Q
ADOPTED AND APPROVED on this .6A OM
gae CElriabe Roy, City Clerk Joe Bloc i., Council President.
The undersigned Clerk of the above -named City of Crestview hereby certifies and attests that the
undersigned has access to the official records of the City Council of the City of Crestview, that the
foregoing resolution was duly adopted by said City Council of the City of Crestview at a meeting of said City
Council and that such resolution has not been amended or altered and Is In full force and effect on the
date stated below.
LESSEE: City of Crestview
Elizabeth Roy, City Clerk
, P rzAhe'l-k in a) y
Print Name: -
Official Title 0 17\-/ ai auk.
[SEAL]
CERTIFICATE OF INCUMBENCY
Lessee: City of Crestview
Lease Schedule No.: 196972000 Dated: Mav 23, 2016
I, the undersigned Secretary/Clerk identified below, do hereby certify that I am the duly elected or
appointed and acting Secretary/Clerk of the above Lessee (the "Lessee"), a political subdivision duly
organized and existing under the laws of the State where Lessee is located, that I have the title stated
below, and that, as of the date hereof, the individuals named below are the duly elected or appointed
officers of the Lessee holding the offices set forth opposite their respective names.
[NOTE: Use same titles as Authorized Representatives stated in Resolutions.]
Name Title
Cl
r 2-16r/1, ti if
Name
Title � Signature
( ealL
Signature
�h
IN WITNESS WHEREOF, I have duly executed this certificate and affixed the seal of such
Lessee as of the date set forth below.
a-47
Signature of Secretary/Clerk of Lessee
Print Name:
Official Title: at13.1 l_IGi,IL
Date: -5 )431 tip
[SEAL]
THREE PARTY AGREEMENT
^Laaaae^means City ofCrestview
^Loasa^means Lease -Purchase Agreement No. 19G9720OO.dated May 23.2O1S. together with
its Schedule A-1.
Reference is made to the Lease -Purchase Agreement described above
between PNC Equipment Finance, LLC ("Lessor") and the Lessee identified above which relates
to Equipment described in the Schadu|eA-1. attached therein (^Equipmen[)bobe supplied by
Pierce Manufacturing Inc. (^Supp|iar"). For good and valuable consideration, receipt ofwhich is
hereby acknowledged, Lessee, Lessor and Supplier hereby agree mafollows:
1. Notwithstanding anything hothe contrary hn the Lease, Lessee hereby notifies Lessor that the
Equipment has not yet been delivered to Lessee and the Equipment has not yet been accepted
by Lessee for purposes of the Lease. Lessee agrees to execute and deliver to Lessor a Delivery
and Acceptance Certificate in the form attached hereto as Exhibit A upon the circumstances set
forth in said Certificate.
2. All parties hereto agree that the Purchase Price ofthe Equipment shall beaaset forth below
if said Purchase Price is paid on or before the Advance Payment Date set forth below:
Purchase Price:
Vendor Discounts:
Advance Payment Date:
$937,884.48
$35,00422
May %3.201G
3.Upon execution of the Lease and delivery of all documents relating thereto required by
Lemsor, Lessee agrees that it shall pay the Lessee Down Payment stated below and Lessor
agrees that itshall pay the balance ofthe Purchase Price (the "Amount Finmncad')stated below.
Laoaaa agnaan that the Lease Term and Lessee's obligation to pay Rent Payments shall
commence on the dada set forth in the Lease notwithstanding the delivery of the Equipment at o
later date.
Lessee Down Payment:
Trade In:
Amount Financed:
$0.00
$0.00
1. (a) Supplier anticipates that it shall deliver the Equipment to Lessee by the Anticipated
Delivery Date set forth below.
Anticipated Delivery Date: February 23.2U17
(b)Supplier hereby agrees that kshall deliver the Equipment VoLessee nolater than the
Outside Delivery Date set forth below and that such Equipment shall comply with all
specifications and requirements of Lessee and with the terms and conditions of any purchase
order/purchase agreement relating thereto.
Outside Delivery Date: /\Ph|23. 2017
S. If for any reason whatsoever Supplier fails tocomply with its agreements set forth in
subparagraph 4(b) of this Agreement bythe Outside Delivery Date, for any piece of Equipment
(the "Delayed Equipment"), and the Lessee has not ognaod to revise the Outside Delivery Date
with respect to such Delayed Equipment. then Supplier hereby agrees as follows only for the
(a) On the first business day after the Outside Delivery Date, Supplier shall pay to Lessee the
Lessee Down Payment plus interest sdthe Prime Rate plus one percent (1%)per onnum
from the Advance Payment Date buthe date ofsuch payment;
(b) On the first business day after the Outside Delivery Date, Supplier shall pay to Lessor the
Amount Financed plus interest at the Prime Rate plus one percent (11 %) per annurn from the
Advance Payment Date bothe date ofsuch payment; and
(c)"Prime Rate" means the prime rate mfinterest aspublished from time totime inthe Wall
Street Journal.
|fthere ismore than one piece cfEquipment subject hothe Lease, and some cf the Equipment is
delivered in ouuondanoa with subparagraph 4(b) of this Agraament, the payments owed pursuant
to the Lease shall be modified to reflect only the obligations due on the Equipment that was
delivered pursuant to aubpanagnaph4(b) of this Agreement. The new payment obligation will be
determined based onthe amount financed for the Equipment delivered tothe Lessee, and based
unthe interest rate ineffect asofthe date ofLease commencement.
G. |fSupplier makes the payments described in paragraph 5 above for the Delayed Equipment
under the circumstances set forth above and if Lessee has otherwise paid and performed its
obligations under the Lease Schedule aaofsuch payment date for the Delayed Equipment, then
Lessee and Lessor agree that the Lease Schedule uho|| terminate as of the dote of such
payments by Supplier aabothe Delayed Equipment only. Lessee's obligations shall continue
unabated for the Equipment that was delivered pursuant to subparagraph 4(b) of this Agreement.
7. Supplier agrees that a Performance Bond will be issued which names the Supplier as
Principal, the Lessee aaObligee and the Lessor aoAdditional Obligee. This Performance Bond
will apply solely to the terms and conditions of the purchase order/purchase agreement, including
na|otmd equipment specifications and warrantieo, as issued by the lessee and accepted by the
Supplier. The "Contract Date" referred to in the Performance Bond shall be the date of the Three
Party Agreement. Except as expressly set hudh herein. the Lease Schedule and the terms and
conditions of the purchase order/purchase agreement for the equipment remain unchanged and
infull force and effect,
8. Except as expressly set forth herein, the Lease and terms and conditions of the purchase
order/purchase agreement for the Equipment remain unchanged and in full force and effect.
IN WITNESS VVHEREOF, the duly authorized officers of the parties set forth below
hereby execute and deliver this Agreement as of the date first written above.
Citvo[Crestview PNCEquipment Finance, LLC
_ ("Lessor")
U
Pierce
N1enufeotuhnqInc.
("Supplier")
By:
4J-._
— 44 x��~«�» �8 V -
�.�L����e~m��
May, 25. 2016 4:29PM
ank No.6721 P. 1
THREE PARTY AGREEMENT
Dated as of May 23, 2016
`Lessee" means City of Crestview
"Lease" means Lease -Purchase Agreement No. 196972000, dated May 23 2016, together with
its Schedule A-1.
Reference is made to the Lease -Purchase Agreement ("Lease' described above
between PNC Equipment Finance, LLC ("Lessor") and the Lessee identified above which relates
to Equipment described in the Schedule A-1, attached therein ("Equipment") to be supplied by
Pierce Manufacturing inc. ("Supplier"). For good and valuable consideration, receipt of which is
hereby acknowledged, Lessee, Lessor and Supplier hereby agree as follows:
1. Notwithstanding anything to the contrary in the Lease, Lessee hereby notifies Lessor that the
Equipment has not yet been delivered to Lessee and the Equipment has not yet been accepted
by Lessee for purposes of the Lease. Lessee agrees to execute and deliver to Lessor a Delivery
and Acceptance Certificate in the form attached hereto as Exhibit A upon the circumstances set
forth in said Certificate.
2_ All parties hereto agree that The Purchase Price of the Equipment shall be as set forth below
if said Purchase Price is paid on or before the Advance Payment Date set forth below.
Purchase Price:
Vendor Discounts:
Advance Payment Date:
S937,884.48
$35, 004.22
May 23, 2016
3. Upon execution of the Lease and delivery of all documents relating thereto required by
Lessor, Lessee agrees that it shall pay the Lessee Down Payment stated below and I es.or
agrees that it shall pay the balance of the Purchase Price (the 'Amount Financed') stated below.
Lessee agrees that the Lease Term and Lessee's obligation to pay Rent Payments shall
commence on the date set forth in the Lease notwithstanding the delivery of the Equipment at a
later date.
I P=cee Down Payment
Trade in:
Amount Financed:
$0.00
S0.00
$902,68026
1. (a) Supplier anticipates that ft shall deliver the Equipment to Lessee by the Anticipated
Delivery Date set forth below.
Anticipated Delivery Date: February 23, 2017
(b) Supplier hereby agrees that it shall deliver the Equipment to Lessee no later than the
Outside Delivery Date set forth below and that such Equipment shall comply with all
specifications and requirements of Lessee and with the terms and conditions of any purchase
order/purchase agreement relating thereto.
Outside Delivery Date: April 23.2017
5. If for any reason whatsoever Supplier fails to comply with its agreements set forth in
subparagraph 4(b) of this Agreement by the Outside Delivery Date, for any place of Equipment
(the `Delayed Equipment), and the Lessee has not agreed to revise the Outside Delivery Date
with respect to such Delayed Equipment, then Supplier hereby agrees as follows only for the
Delayed Equipment
MaY. 25. 2016 4:29N lank 721 P. 2
(a) On the first business day after the Outside Deiivery Date, Supplier shall pay to Lessee the
Lessee Down Payment plus interest at the Prime Rate. plus one pereen't (1%) per annum
from the Advance Payment Date to the date of such payment
(b).On the first business day after the Outside Delivery Date, Supplier shall pay to Lessor the
Amount Financed plus interest. at the Prime Rate plus one percent (1%) par annum from the
Advance Payment Date to the date of such paymert, and
(c) 'Prime Rate' means the prime rate of interest as published from time to time in the Wall
Street Journal.
If there is more than one piece of Equipment subject to the Lease, and some of the Equipment is
delivered in accordance with subparagraph 4(b) of this Agreement, the payments owed pursuant
to the Lease shall be modified to reflect only the obligations due on the Equipment that was
delivereo pursuant to subparagraph 4(b) of this Agreement The new payment obligation will be
determined based on the amount financed for the Equipment delivered to the Lessee, and based
on the interest rate in effect as of the dateof Lease commencement
6. If Supplier maKes the payments described in paragraph 5 above for the Delayed Equipment
under the circumstances set forth above and if Lessee has otherwise paid and performed its
obligations under the Lease Schedule as of such payment date for tfe.., Delayed EquipMerit, then
Lessee and Lessor auree that the Lease Schedule shall terminate as of the date of such
payments by Supplier as to the Delayed Equipment only. Lessee's obligations shall continue
unabated for the Equipment that was delivered pursuant to subparagraph 4(b) of this Aare-emelt.
7. Supplier agrees that a Performance Bond will be issued which names the Supplier as
Principal, the Lessee as Obligee and the Lessor as Additional Obligee. This Performance Bond
will apply solely tc the terms and conditions of the pun These order/purchase agreement, including
related equipment specifications, and warranties, as issued by the lessee and accepted by the
Supplier. The 'Contract Date" referred to in the Performance Bond shall be the date of the Three
Party Agreement Except as expressly set forth herein, the Lease Schedule and the terms and
conditions of the purchase orderfpurchase agreement for the equipment remain unchanged and
in full force and effect
B. Except as expressly set forth herein, the Lease and terms and conditions of the purchase
order/purchase agreement for the Equipment remain unchanged and in full forge and effect
IN WITNESS WHEREOF, the dilly authorized officers of the parties set forth below
hereby execute anci deliver this Agreement as of the date first written above.
City of Crestview
pNc Equipment Finance. LI_C
CLessW) ('i_essor'')
By: By:
Sandra Thomas
Vice -President
Tftle Title:
Pierce Manufacturing Inc.
rSupplierl
1
BY:
END -OF -LEASE TERM OPTIONS RIDER
(Including "Turn In" Option)
Lease -Purchase Agreement Number 1SGS72OUO Dated May 23`2O1G
Lessee: City ofCrestview
Balloon Rent Payment: $2G1.884.85(Payable atthe End ofthe Lease Term)
Reference is made hothe above Lease -Purchase Agreement together with its Schedule A-1 and
all related agreements ("Lease") between PNC Equipment Finance, LLC ("Lessor") and the above Lessee
("Lessee"). Unless otherwise defined herein, capitalized terms defined inthe Lease shall have the same
meaning when used herein. Lessee and Lessor agree that this Rider ioattached to and made apart of
the Lease.
1. THREE OPTIONS AT THE END OF THE LEASE TERM. At the end of the Lease Term, Lessee
shall have the following three options (provided, that if Lessee fails twfurnish the advance written
notice omrequired inparagraphs 3 or4below, then Lessee shall automatically be obligated topay
in full the amounts set forth in paragraph 2 below): (i) Lessee may pay the Balloon Rant Payment
and all other amounts set forth in paragraph 2 below; or(ii) subject tothe requirements of paragraph 3
below, Lessee may turn in the Equipment to Pierce Manufacturing Inc. ("Pierce") and Lessee shall agree
to acquire a new fine truck supplied by Pierce or Pisnce'm designated dealer; or (iii) subject to the
requirements ofparagraph 4below, Lessee may re -finance the Balloon Rent Payment.
2. BALLOON RENT PAYMENT. Unless Lessee has made an effective and timely election under
paragraphs 3 or below, at the end of the Lease Tern. Lessee shall pay Lessor the Balloon Rent
Payment together with all other unpaid Rent Payments and all other amounts then dun and payable by
Lessee under the Lease and thereafter the Lease shall terminate in accordance with Section 13 of the
baooe. "Balloon Rent Payment" means the amount set forth above as the Balloon Runt Payment.
Lessee expressly agrees that if it fails to furnish the advance written notice as required in paragraphs 3 or
4 below, then Lessee shall automatically be obligated to pay to Lessor in full the amounts set forth in this
paragraph 2.
3. "T0RN4N"OPTION WITH RETURN & MAINTENANCE REQUIREMENTS. Uand only if Lessee
sends written notice to Lessor and Pierce that Lessee elects to exercise Lessee's rights under this
paragraph 3 at least 18 months (but no more than 24 months) before the end of the Lease Term, then
Lessee ognaaa for the benefit of both Lessor and Pierce that: (a) Loanae shall return the Equipment to
Pierce in accordance with subparagraphs 3.1 and 3.2 below; (b) Lessee shall enter into a binding contract
with Pierce (or Herce'o designated dealer) to acquire a Replacement Fire Truck in accordance with
subparagraph 3.4 below; and (c) Lessee shall pay infull all amounts set forth in subparagraphs 3.1. 3.2
and 3.3 be|mm. If and only if (i) Lessee complies in full with all of the requirements of this paragraph 3,
then Lessee shall not beobligated hupay Lessor the Balloon Rent Payment atthe end ofthe Lease Term.
Lessee acknowledges that Pierce isthe intended third party beneficiary ofthe terms and conditions ofthis
paragraph 3. and Lessee ognmea that P\enoa, directly in its own name and for its own benafit, may
demand performance of and enforce any or all of Lessee's obligations as set forth in this paragraph 3
31 If Lessee has made an effective and timely election under the above b*nno of this
paragraph 3` then atthe end of the Lease Term, Lessee shall return the Equipment to Pierce at a
location selected by Pierce and Lessee egnaam for the benefit of both Lessor and Pierce that the
Equipment shall comply with the following return and maintenance conditions on such date, all as
determined by Pierce in its no|o discretion: (1) during the Lease Tenn. Lessee mhoU have properly
maintained the Equipment, including, without limitation, all oil supplies, |ubricadon, brake and hydraulic
Ouido, refrigeration Ouida, filters and pollution control devices of the Equipment; (2) all paint shall be in
normal condition without excessive scrabchao, dents and chipo, all graphics must be professionally
removed so that the exterior is in "trade-in" condidon, and any paint or body repair exceeding $500.00
shall be completed at Lessee's expense; (3) all electrical components shall be fully operational and shall
pass the Pierce O8O113 electrical test (or its reasonable equivalent as determined by Pierce); (4) all
pumps must pooa NFPA standard 1911 third -party certification (or its reasonable equivalent as
determined by Pierce); (5) engines shall perform according tooriginal equipment manufacturer (OEM)
specifications without excessive fluid leaks or blow by (as specified in the owner's manual or its
equivalent); (6) the transmissions shall ohdt properly at rated loads and speeds and the mechanical
drivw|inaa, differentials and final drives shall be in good condition without |aaho orexcessive vibration; (7)
air conditioning units shall befully functional and cooling totheir rated capacity; (8) all environmental
equipment shall befully functional; (9)tha engine and exhaust systems shall conform to all federal and
state emissions standards; (10) replacement parts installed on the Equipment shall have been supplied
byapproved OEM suppliers; (11) all brakes shall have atleast 6OY6 remaining vyofu| life; (13)each tire
shall have at least 50Y6 remaining useful Ufe, shall be of original size and rated oopaniU/ and shall not
have any material dannage, and any tire not mod\sfy\nQ said standards shall be replaced at Lessee's
expense; (13) frame and structural members must bestructurally sound and without breaks orcracks;
(14) glass shall not be cracked or broken; (15) batteries must hold their rated charge for 72 hours; (16)
any cost to repair damage tothe chassis interior (including seat surfaces, haad|inero, door panels, dash
and radio equipment mounting) exceeding $500.00 shall be paid by Lessee; (17) aerials must pass NFPA
standard 1914third-party certification (or its reasonable equivalent as determined by Pierce); (18) any
cost exceeding $1.000.00 in total to repair physical damage to hose bed anmaa. cross |ays, compartment
interiors and tread plate surfaces shall be paid by Lessee; (19) all gauges and meters shall be fully
operational; (20) Lessee shall pay all out-of-pocket costs incurred by Pierce orits agent botransport the
Equipment to the location specified by Pierce and to insure the Equipment during such transportation;
and (21) Lessee shall have maintained the Equipment in compliance with Section 8 of the Lease.
3.2 At the time of Lessee's return of the Equipment to Pierce, (a) Lessee aheJ| provide a
historical record of all maintenance and repairs of the Equipment and periodic lubrication analyses done
during the Lease Tamn in order to verify Lessee's compliance with the foregoing return and maintenance
conditions, and (b) Lessee shall transfer good title to the Equipment free and clear ofall Liens to PNC
Equipment Finance, LLC (or its designee) and deliver a Certificate of Title and such other documents as
PNC Equipment Finance, LLC reasonably requests in connection with such transfer oftitle. Within 20
days of Lessee's return of the Equipmant. Pierce and/or its authorized agents will conduct a
comprehensive road test. take lubrication testing samples from the engine, transmission and differential
(and such lubricant tests must show nocontaminants orexcessive metal particles) and conduct other
tests in order to determine vvhathe, the Equipment complies with the foregoing return and maintenance
requirements and Lessee shall pay all costs and expenses necessary to make the Equipment comply
with the foregoing return and maintenance requirements. All sums due under this paragraph 3 shall be
paid to Pierce promptly upon Piarce'svvritten demand and if said mvmw are not so paid by Lessee within
10 days from the demand date. Lessee shall pay Pierce on demand as o late charge 596 of such overdue
amount, |imited, hovvever, to the maximum legal amount.
3.3 If Lessee intends to exercise its rights under this paragraph 3 and if at the time of Lessee's
return ufthe Equipment toPierce ad1heandoftheLeaonTennthemi|eogenaoondednntheEquipmenyw
odometer is greater than the Maximum Mileage noted bo|ww. then Lessee ahsU pay to Pierce on excess
usage fee amount equal to the Excess Usage Fee stated below for each mile in excess of the Maximum
Mileage stated below:
Maximum Mileage at the End of the Lease Term: 15,000 miles per truck per year
Excess Usage Fee: $4.69 per mile per truck
3.4 No later than 18 months before the end of the Lease Term, Lessee shall have entered into a
binding written contract with Pierce orPiercesdesignated dealer (which contract remains ineffect at all
relevant times) to acquire m new fire truck (a "Replacement Fire Truck") from Pierce or Piarce'o
designated dealer; provided, that (a) the terms and conditions nfsaid contract shall be reasonably
satisfactory to Pierce or Pierce'o designated dealer, and (b) the acquisition coot of the Replacement Fire
Truck shall not be less than the Balloon Rent Payment; and the acquisition shall be financed by PNC
Equipment Finance, LLC.
3.5After careful consideration cf the Lessor's Cost ofthe Equipment, ofthe length oythe Lease
Term, of the physical, technical and performance characteristics of the Equipment, of the anticipated
obsolescence of and Lessee's intended use of the Equipment, and of all other relevant factors, Lessee
represents and warrants huLessor and Pierce that Lessee has nocurrent fixed intention toexercise da
option under this paragraph 3.
3.6 If Pierce deb*nninao that the "turn -in" conditions set forth herein have not been satisfied by
Lessee, then the "turn -in" option of Lessee set forth in this paragraph 3 shall be void and Lessee shall be
obligated to pay to PNC Equipment Finance, LLC in full the amounts set forth in paragraph 2 above.
4. RE -FINANCE OPTION. If and only if Lessee mends written notice to Lessor that Lessee elects to
exercise Lessee's rightsunderthhapara0raph4adl»mmt3nmonths (but nomore than 6months) before
the end of the Lease Tonn. then Lessor agrees to re -finance the Balloon Rent Payment with Lamaaa so
long as all of the following conditions are satisfied in full: (a) Lessor in its sole discretion approves in
writing the extension of credit to Lessee in connection with said re -financing; (b) the interest rate and term
of the re -financing shall be mutually acceptable to Lessor and Leoaaa (pnovided, that iffor any reason
Lessor and Lessee fail toagree on the interest rate and tonn for the re -financing, then Lessor shall have
no obligation to re -finance the Balloon Rent Payment); (c) bauwee ohmU execute and deliver to Lessor
such agreements as Lessor reasonably requires for such re -financing inc|uding, but not limited to, (i) on
amendment ofthe Lease and its Schedule boreflect the terms ofthe re -financing approved byLessor; (ii)
no Event of Default under the Lease shall have occurred and be continuing; (iii) no material odmynoe
change ohoU have occurred in the Internal Revenue Code of 1886. as amended, and the na|sded
regulations and rulings (collectively, the "Code"); (iv) all representations of Lessee in the Lease remain
tma, aoouneha and complete; and (v) Leown, has received all mfthe following dPoumento, which shall be
reasonably satisfactory, in form and substance, to Lessor (A) evidence ofrequired insurance coverage;
(B)anopinion ofLessee's counsel; /C copies ofresolutions bvLessee's governing body authohzingthe
re -financing of the Lease and incumbency oedUDcatan for the person(s) who will sign the required
documents for the re -financing; (D) such documents and #adificotoo relating tothe tax-exempt inbnnaut
payable in connection with the re -financing (including, without limitation, IRS Form 8038G or 8038GC) as
Lessor may request; and (E) such other documents and information as are reasonably requested by
Lessor.
CitvofCrestview
By:
Pierce Manufacturing Inc., solely for the purposes of
acknowledging the Balloon Rent Payment and its status as
Third -Party beneficiary under certain terms of this Agreement.
By-
PNCBouipment Finance, LLC
("Lessor")
Sandra Thomas
Vice President
END -OF -LEASE TERM OPTIONS RIDER
(Including "Turn In" Option)
Lease -Purchase Agreement Number 196972000 Dated May 23, 2016
Lessee: City of Crestview
Balloon Rent Payment: $261,884.85 (Payable at the End of the Lease Term)
Reference is made to the above Lease -Purchase Agreement together with its Schedule A-1 and
all related agreements ("Lease") between PNC Equipment Finance, LLC (`Lessor") and the above Lessee
("Lessee"). Unless otherwise defined herein, capitalized terms defined in the Lease shall have the same
meaning when used herein. Lessee and Lessor agree that this Rider is attached to and made a part of
the Lease.
1. THREE OPTIONS AT THE END OF THE LEASE TERM. At the end of the Lease Term, Lessee
shall have the following three options (provided, that If Lessee falls to furnish the advance written
notice as required In paragraphs 3 or 4 below, then Lessee shall automatically be obligated to pay
In full the amounts set forth in paragraph 2 below): (i) Lessee may pay the Balloon Rent Payment
and all other amounts set forth in paragraph 2 below; or (ii) subject to the requirements of paragraph 3
below, Lessee may turn in the Equipment to Pierce Manufacturing Inc. ("Pierce') and Lessee shall agree
to acquire a new fire truck supplied by Pierce or Pierce's designated dealer; or (iii) subject to the
requirements of paragraph 4 below, Lessee may re -finance the Balloon Rent Payment,
2. BALLOON RENT PAYMENT. Unless Lessee has made an effective and timely election under
paragraphs 3 or 4 below, at the end of the Lease Term, Lessee shall pay Lessor the Balloon Rent
Payment together with all other unpaid Rent Payments and all other amounts then due and payable by
Lessee under the Lease and thereafter the Lease shall terminate in accordance with Section 13 of the
Lease. "Balloon Rent Payment' means the amount set forth above as the Balloon Rent Payment.
Lessee expressly agrees that if it fails to fumish the advance written notice as required in paragraphs 3 or
4 below, then Lessee shall automatically be obligated to pay to Lessor in full the amounts set forth in this
paragraph 2.
3. "TURN -IN" OPTION WITH RETURN & MAINTENANCE REQUIREMENTS. If and only if Lessee
sends written notice to Lessor and Pierce that Lessee elects to exercise Lessee's rights under this
paragraph 3 at least 18 months (but no more than 24 months) before the end of the Lease Tem1, then
Lessee agrees for the benefit of both Lessor and Pierce that: (a) Lessee shall return the Equipment to
Pierce in accordance with subparagraphs 3.1 and 3.2 below; (b) Lessee shall enter into a binding contract
with Pierce (or Pierce's designated dealer) to acquire a Replacement Fire Truck in accordance with
subparagraph 3.4 below; and (c) Lessee shall pay in full all amounts set forth in subparagraphs 3.1, 3.2
and 3,3 below. If and only if (i) Lessee complies in full with all of the requirements of this paragraph 3,
then Lessee shall not be obligated to pay Lessor the Balloon Rent Payment at the end of the Lease Term.
Lessee acknowledges that Pierce is the intended third party beneficiary of the terms and conditions of this
paragraph 3, and Lessee agrees that Pierce, directly In its own name and for Its own benefit, may
demand performance of and enforce any or all of Lessee's obligations as set forth in this paragraph 3
3.1 If Lessee has made an effective and timely election under the above terms of this
paragraph 3, then at the end of the Lease Term, Lessee shall retum the Equipment to Pierce at a
location selected by Pierce and Lessee agrees for the benefit of both Lessor and Pierce that the
Equipment shall comply with the following retum and maintenance conditions on such date, all as
determined by Pierce in its sole discretion: (1) during the Lease Term, Lessee shall have properly
maintained the Equipment, including, without limitation, all oil supplies, lubrication, brake and hydraulic
fluids, refrigeration fluids, filters and pollution control devices of the Equipment; (2) all paint shall be in
normal condition without excessive scratches, dents and chips, all graphics must be professionally
removed so that the exterior is In "trade-in' condition, and any paint or body repair exceeding $500.00
shall be completed at Lessee's expense; (3) all electrical components shall be fully operational and shall
pass the Pierce QSD113 electrical test (or its reasonable equivalent as determined by Pierce); (4) all
pumps must pass NFPA standard 1911 third -party certification (or its reasonable equivalent as
deten-nined by Pierce); (5) engines
har
3.3IfLessee intends boexercise its rights under this paragraph 3 and ifmtthe time ofLessee's
return of the Equipment to Pierce at the end of the Lease Term the mileage recorded on the Equipment's
odometer is greater than the Maximum Mileage noted below, then Lessee aho8 pay to Pierce an excess
usage fee amount equal to the Excess Usage Fee stated below for each mile in excess ofthe K8a)dmum
Mileage stated below:
Maximum Mileage atthe End of the Lease Term: 15,000 miles per truck per year
Excess Usage Fee: $4.69 per mile per truck
3.4Nolater than 1Omonths before the end of the Lease Term, Lessee shall have entered into
binding written contract with Pierce or Pierce's designated dealer (which contract remains in effect at all
relevant times) toacquire onew fire truck (a"Replacement Fire Tmck*)from Pierce orPierce'a
designated dealer; provided, ) the terms and conditions ofsaid contract shall bareasonably
satisfactory to Pierce or Pierce's designated dealer, and (b) the acquisition cost of the Replacement Fire
Truck shall not beless than the Balloon Rent Payment; and the acquisition shall be financed byPNO
Equipment Finance, LUC.
3.5 After careful consideration ofthe Lessor's Cost ofthe Equipment, of the length ofthnLaame
Term, cfthe physical, technical and performancecharacteristics ofthe Equipment, cfthe anticipated
obsolescence of and Lessee's intended use of the Equipment, and of all other relevant factors, Lessee
represents and warrants to Lessor and Pierce that Lessee has nocurrent fixed intention to exercise its
option under this paragraph 3.
3.6 If Pierce determines that the 'turn -in' conditions met forth herein have not been satisfied by
Leasee, then the^turn'in^ option of Lessee set forth in this paragraph 3 shall be void and Lessee shall be
obligated to pay to PNC Equipment Finance, LLC in full the amounts set forth in paragraph 2 above.
4. RE -FINANCE OPTION. If and only if Lessee sends written notice to Lessor that Lessee elects to
exercise Lessee's rights under this paragraph 4 at least 3 months (but no more than 6 months) before
the end of the Lease Tnmn, then Lessor agrees tn re -finance the Balloon Rent Payment with Louneo so
long as all of the following conditions are ooUofied in full: (o) Lessor in its sole discretion approves in
w6ting the extension of credit to Lessee in connection with said re -financing; (b) the interest rate and term
ofthe re -financing ohoU be mutually acceptable to Lessor and Lessee (pnovided, that iffor any reason
Lessor and Lessee fail to agree on the interest rate and term for the re -financing, then Lessor shall have
no obligation to re -finance the Balloon Rent Payment); (c) L000ae shall execute and deliver to Lessor
such agreements as Lessor 'reasonably requires for such re -financing including, but not limited to. Cj) an
amendment of the Lease and its Schedule to reflect the terms of the re -financing approved by Lessor; (ii)
no Event ofDefault under the Lease shall have occurred and be continuing; (iii) no material adverse
change shall have occurred in the Internal Revenue Code of 1986. as amondod, and the related
regulations and rulings (collectively, theTmde^); (iv) all representations ofLessee inthe Lease remain
tma, accurate and complete; and (x) Lessor has received all of the following doouments, which shall be
reasonably sodafoctory, in form and substance, to Lessor (A) evidence of required insurance coverage;
(0) an opinion of Lessee's counsel; (C) copies of resolutions by Lessee's governing body authorizing the
re -financing of the Lease and incumbency certificates for the person(s) who will sign the required
documents for the re -financing; ([) such documents and certificates relating to the tax-exempt interest
payable in connection with the re -financing (including, without limitation, IRS Form 803BG or8O38GC) as
Lessor may request; and (E) such other documents and information as are reasonably requested by
Lessor.
ChvofCrestview
(Lessee Name)
Title:
Pierce Manufacturing Inc., solely for the purposes of
ar-knovAedging the Balloon Rent Payment and its status as
Third -Party beneficiary under certain terms of this Agreement.
By:
PNCEouipment Finance, LLC
('Lessor")
By: s^"C-~&
Sandra Thomas
Title: Vim PresidAnt
May. 25, 2016 4:29PM P ank No. 6121
END -OF -LEASE TERM OPTIONS RIDER
(including "Turn in" Option)
Lease -Purchase Agreement Number 196972000 bated Mav 23, 2016
Lessee: city of Crestview
Balloon Rent Payment $261,884.85 (Payable at the End of the Lease Term)
Reference Is made to the above Lease -Purchase Agreement together with Its Schedule A-1 and
all related agreements (41-ease) between PNC Equipment Firrance, LLC ("Lesson and the above Lessee
(°Lessee"). Unless otherwise defined herein, capttalized terms defined in the Lease shall have the same
meaning when used herein. Lessee and Lessor agree that this Rider is attached to and made a part of
the Lease.
1. THREE OPTIONS AT THE END OF THE LEASE TERM. At the end of the Lease Term, Lessee
shall have the following three options (provided, that if Lessee falls to furnish the advance written
notice as required In paragraphs 3 or 4 below, then Lessee shall automatically be obligated to pay
in full the amounts set forth In paragraph 2 below): (i) Lessee may pay the Balloon Rent Payment
and all other amounts set forth In paragraph 2 below, or (i) subject to the requirements of paragraph 3
below, Lessee may turn In the Equipment to Pierce Manufacturing Inc. (Tierce") and Lessee shall agree
to acquire a new fire truck supplied by Pierce or Pierce's designated dealer, or (iii) subject to the
requirements of paragraph 4 below, Lessee may re -finance the Balloon Rent Payment.
2_ BALLOON RENT PAYMENT. Unless Lessee has made an effective and timely election under
paragraphs 3 or 4 below, at the end of the Lease Term, Lessee shall pay Lessor the Balloon Rent
Payment together with all other unpaid Rent Payments and all other amounts then due and payable by
Lessee under the Lease and thereafter the Lease shall terminate in accordance with Section 13 of the
Lease. "Balloon Rent Payment' means the amount set forth above as the Balloon Rent Payment.
Lessee expressly agrees that if it fails to furnish the advance written notice as required in paragraphs 3 or
4 below, then Lessee shall automatically be obligated to pay to Lessor in full the amounts set forth in this
paragraph 2.
3. "TURN -IN" OPTION WITH RETURN & MAINTENANCE REQUIREMENTS. If and only if Lessee
sends written notice to Lessor and Pierce that Lessee elects to exercise Lessee's rights under this
paragraph 3 at least 18 months (lout no more than 24 months) before the end of the Lease Term, then
Lessee agrees for the benefit of both Lessor and Pierce that (a) Lessee shall return the Equipment to
Pierce in accordance with subparagraphs 3.1 and 32 below (b) Lessee shall enter into a binding contract
with Pierce (or PierG5.5 designated dealer) to acquire a Replacement Fire Truck in accordance With
subparagraph 3.4 below, and (c) Lessee shall pay in full all amounts set forth in subparagraphs 3.1, 3.2
and 3.3 below. If and only if (i) Lessee complies in full with all of the requirements of this paragraph 3,
then Lessee shall not be obligated to pay Lessor the Balloon Rent Payment at the end of the Lease Term.
Lessee acknowledges that Pierce is the intended third party beneficiary of the terms and conditions of this
paragraph 3, and Lessee agrees that Pierce, directly in its own name and for fts own benefit, may
demand performance of and enforce any or all of Lessee's obligafions asset forth in this paragraph 3 •
3.1 If Lessee has made an effective and timely election under the above terms of this
paragraph 3, then at the end of the Lease Term, Lessee shall return the Equipment to Pierce at a •
location setected by Pierce and Lessee agrees for the benefit of both Lessor and Pierce that the
Equipment shall comply with the following return and maintenance conditions on such date, all as
determined by Pierce in its sole discretion: (1) during the Lease Term, Lessee shall have properly
maintained the Equipment, including, without limitation, all 0l1 supplies, lubrication, brake and hydraulic
fluids, refrigeration fluids, filters and pollution control devices of the Equipment; (Z) all paint shall be in
normal condition without excessive scratches, dents and chips, all graphics must be professionally
removed so that the exterior is in 'trade-in' condition, and any paint or body repair exceeding $500.00
shall be completed at Lessee's expense; (3) all electrical components shall be fully operational and shall
pess the Pierce CISD113 electrical test (or its reasonable equivalent as determined by Pierce); (4) all
pumps must pass NFPA standard 1911 third -party certification (or its reasonable equivalent as
May, 25, 2016 4:29PM PI nk No, 6721 P. 4
determined by Pierce); (5) engines shaft perform according to original equipment manufacturer (OEM)
specifications without eeressive fluid leaks or blow by (as specified in the owner's manual or its
equivalent); (6) the transmissions shall shift properly at rated loads and speeds and the mechanical
drivelines, differentials and final drives shall be in good condition without leaks or excessive vibration; (7)
air conditioning units shall be fully functional and cooling to their rated capacity; (3) all environmental
equipment shall be fully functional; (9) the engihe and exhaust systems shall conform to all federal and
state emissions standards; (10) replacement parts installed on the Equipment shall have been supplied
by approved OEM suppliers; (11) all brakes shall have at least 50% remaining useful life; (12) each tire
shall have at least 50°4 remaining useful life, shall be of original size and rated capacity and shall not
have any material damage, and any tire not satisfying said standards shall be replaced at Lessee's
expense; (13) frame and structural members must be structurally sound and without breaks or cracks;
(14) glass shall not be cracked or broken; (15) batteries must hold their rated charge for 72 hours; (16)
any cost to repair damage In the chassis interior (including seat surfaces, headliners, door panels, dash
and radio equipment mounting) exceeding $500.00 shall be paid by Lessee; (17) aerials must pass NFPA
standard 1914 third -party certification (or its reasonable equivalent as determined by Pierce); (18) any
cost exceeding $1,000.00 in total to repair physical damage to hose bed areas, cross lays, compartment
interiors and tread plate surfaces shall be paid by Lessee; (19) all gauges and meters shall be fully
operational: (20) Lessee shall pay all out-of-pocket costs incurred by Pierce or its agent to transport the
Equipment to the location specified by Pierce and to Insure the Equipment during such transportation;
and (21) Lessee shall have maintained the Equipment in compliance with Section 8 of the Lease.
3.2 At the time of Lessee's retum of the Equipment. to Pierce, (a) Lessee shall provide a
historical record of all maintenance and repairs of the Equipment and periodic lubrication analyses done
during the Lease Term in order to verify Lessee's compliance with the foregoing return and maintenance
conditions, and (b) Lessee shall transfer good title to the Equipment free and clear of all Liens to PNC
Equipment Finance, LLC (or its designee) and deliver a Certificate of Title and such other documents as
PNC Equipment Finance, LLC reasonably requests to connection with such transfer of title. Within 20
days of Lessee's return of the Equipment, Pierce and/or its authorized agents will conduct a
comprehensive road test, take lubrication testing samples from the engine, transmission and differential
(and such lubricant tests must show no contaminants or excessive metal particles) and conduct other
tests In order to determine whether the Equipment complies with the foregoing return and maintenance
requirements and Lessee shall pay all costs and expenses necessary to make the Equipment comply
with the foregoing return and maintenance requirements. All sums due under this paragraph 3 shall be
paid to Pierce promptly upon Pierre's written demand and If said sums are not so paid by Lessee within
10 days from the demand date, Lessee shall pay Pierce on demand as a late charge 5% of such overdue
amount, limited, however, to the maximum legal amount.
3.3 If Lessee intends to exercise its rights under this paragraph 3 and if at the time of Lessee's
return of the Equipment to Pierce at the end of the Lease Term the mileage recorded on theEquipment's
odometer is greater than the Maximum Mileage noted below, then Lessee shall pay to Pierce an excess
usage fee amount equal to the Excess Usage Fee stated below for each mile in excess of the Maximum
Mileage stated below:
Maximum Mileage at the End of the Lease Term: 15,000 miles per truck per year
Excess Usage Fee: $4.69 per mile per truck
3.4 No later than 18 months before the end of the Lease Term, Lessee she; have entered into a
binding written contract with Pierce or Pierce's designated dealer (which contract remains in effect at all
relevant times) to acquire a new fire truck (a 'Replacement Fire Truck') from Pierce or Pierce's
designated dealer, provided, that (a) the terms and c-ondltions of said contract shall be reasonably
satisfactory to Pierce or Pierce's designated dealer, and (Id) the acquisition cost of the Replacement Fire
Truck shall not be less than the Balloon Rent Payment; and the acquisition shall be financed by PNC
Equipment Finance, LLC,
3.5 After careful consideration of the Lessor's Cost of the Equipment, of the length of the Lease
Term, of the physical, technical and perforrnance characteristics of the Equipment, of the anticipated
obsolescence of and Lessee's intended use of the Equipment, and of all other relevant factors, Lesser
MaY. 25. 2016 4:29PM P ank No. 6721 P. 5
represents and vitarrants to Lessor and Pierce that Lessee has no current frxed intention to exercise its
option under this paragraph 3.
3.6 If Pierce determines that the qum-in" conditions set forth herein have not been satisfied by
Lessee, then the 'turn -in" option of Lessee set forth in this paragraph 3 shall be void and Lessee shall be
obligated to pay to PNC Equipment Finance, LLC in full the amounts set forth in paragraph 2 above.
4. RE -FINANCE OPTION. If and only if Lessee sends written notice to Lessor that Lessee elects to
exercise Lessee's rights under this paragraph 4 at least 3 months (but no more than 6 months) befpre
the end of the Lease Term, then Lessor agrees to re finance the Balloon Rent Payment with Lessee so
long as all of the following conditions are satisfied in full: (a) Lessor in its sole discretion approves in
writing the extension of credit to Lessee in connection with said re -financing; (b) the interest rate and term
of the re -financing shall be mutually ac.oeptabie to Lessor and Lessee (provided, that if for any reason
Lessor and Lessee fail to agree on the interest rate and term for the re -financing, then Lessor shall have
no obligation to re -finance the Balloon Rent Payment); (c) Lessee shall execute and deliver to Lessor
such agreements as Lessor reasonably requires for such re -financing including, but not limited to, (i) an
amendment of the Lease and its Schedule to reflect the terms of the re -financing approved by Lessor, (ii)
no Event of Default under the Lease shall have occurred and be continuing; (ill) no material adverse
change shall have occurred in the Internal Revenue Code of 1986, as amended, and the related
regulations and rulings (collectively, the "Code*); (iv) all representations of Lessee in the Lease remain
true, accurate end complete; and (v) Lessor has received all of the following documents, which shall be
reasonably satisfactory, in form and substance, to Lessor (A) evidence of required insurance coverage;
(B) an opinion of Lessee's counsel: (C) copies of resolutions by Lessee's governing body authorizing the
re -financing of the Lease and incumbency certificates for the person(s) who will sign the. required
documents for the re -financing; (D) such documents and certificates relating to the taX-exempt interest
payable in connection with the refinancing (including, without limitation, iRS Form EIC138G or 8038GC) as
Lessor may request; and (E) such other documents and information as are reasonably requested by
Lessor.
City of Crestview PNC Equipment Finance, LLC
("Lessor)
(Lessee Name)
By: gar
Tttle:
Pima nufacturing Inc., soleiy for the pu-poses of
acknowl the Balloon Rent Payment and Its status as
Third -Pa , beneficiary un er certain terms of this Agnemant.
"title! )-f „
Sandra Thomas
Vice President
BEN L. HOLLET
BEN L. HOLLEY
ATTORNEY AT Um
P.O. Box 1236 301-67-PelleeP4-BeverretPrre-5
CREerview, FLA:mum'. 32536
Date: May 23, 2016
Lessee: CITY OF CRESTVIEW
Lessor: PNC EQUIPMENT FINANCE, LLC
PHONE (850) 682-2338
(850) 682-3559
FAX (850) 682-2779
Re: Lease -Purchase Agreement No. 196972000 dated May 23, 2016, by and between
the above -named Lessee and the above -named Lessor
Gentlemen:
I have acted as counsel to Lessee with respect to the Lease Schedule, the Lease -Purchase Agreement
and all other agreements described above or related thereto (collectively, the "Agreements") and
various related matters, and in this capacity have reviewed a duplicate original or certified copy of
the Agreements and such other documents as I have deemed necessary for the purposes of this
opinion.
Based upon the examination of such documents, it is my opinion that:
Lessee is a political subdivision of the State of Florida (the "State") duly organized, existing
and operating under the Constitution and laws of the State.
2. Lessee is authorized and has power under State law to enter into all of the Agreements, and
to carry out its obligations thereunder and the transactions contemplated thereby.
3. The Agreements and all other documents related thereto have been duly authorized,
approved, and executed by and on behalf of Lessee, and each of the Agreements is a valid
and binding contract of Lessee enforceable in accordance with its terms, except to the extent
limited by State and Federal law affecting creditor's remedies and by bankruptcy,
reorganization or other laws of general application relating to or affecting the enforcement
of creditors' rights.
4. The authorization, approval and execution of the Agreements and all other proceedings of
Lessee relating to the transactions contemplated thereby have been performed in accordance
with all applicable Local, State and Federal laws (including open meeting laws and public
bidding and property acquisition laws.
5. To the best of my knowledge, there is no litigation or proceeding pending before any court,
administrative agency or governmental body, that challenges: the organization or existence
of Lessee; the authority of its officers; the proper authorization; approval and execution of
PNC Equipment Finance, LLC
May 23, 2016
Page -2-
arty of the Agreements or any documents relating thereto; the appropriation of monies to make
payments under the Agreements for the current fiscal year; or the ability of Lessee otherwise to
perform its obligations under the Agreements and the transactions contemplated thereby.
6. Lessee is a political subdivision of the State as referred to in Section 103 of the Internal
Revenue Code of 1986, as amended, and the related regulations and rulings thereunder.
Lessor, its Assignee and any of their assigns may rely upon this opinion.
Very truly yours,
Ben L. Holley
City Attorney
City of Crestview, Florida
Pierce Manufacturing Inc.
AN OSHKOSH CORPORATION COMPANY ISO 900 I CERTIFIED
2600 AMERICAN DRIVE
POST OFFICE BOX 2017
APPLETON, WISCONSIN 54912-2017
920-832-3000 • FAX 920-832-3208
www.piercemfg.com
May 27, 2016
Deputy Chief Anthony Holland
CITY OF CRESTVIEW
198 North Wilson Street
Crestview, FL 32536
<Frotce->
Re: New Fire Apparatus — 30286-01 & 30286-02
Dear Deputy Chief Holland:
Thank you for your recent purchase of TWO (2) SABER FR PUMPERS.
We are pleased to formally accept this order and have enclosed a copy of the signed Agreement for your files.
Also, please find enclosed an original copy of the Performance and Payment Bond in the amount of Nine Hundred
Two Thousand, Eight Hundred Eighty Dollars ($902,880.00).
Your truck order is now in queue for an engineering review. Once completed, an initial approval packet will be
sent to your Pierce Representative for your review and signature approval. Please be advised any configuration
changes after your "approval" must be in writing and could be subject to additional fees and schedule delays.
Any questions regarding your order should be directed to your authorized Pierce Representative.
The opportunity to place these PIERCE apparatus in your fire department is greatly appreciated. Pierce
Manufacturing, Inc., and your authorized Pierce Representative, Ten-8 Fire Equipment, Inc., thank you for your
business.
Yours very truly,
PIERCE N NUFACTURING, INC.
Jerry .—Zt ey
Sr. Manager, Order Management Dept.
JC/kp
Enclosures
cc: Ten-8 Fire Equipment, Inc.„ Inc., w/enclosures
PERFORM. LIKE NO OTHER: -
This Purchase Agreement (together with all attachments referenced herein, the "Agreement"), made and entered into by and
between Pierce Manufacturing Inc., a Wisconsin corporation ("Pierce"), and City of Crestview, a Florida Citx ("Customer") is
effective as of the date specified in Section 3 hereof.
1. Definitions.
a. "Product" means the fire apparatus and any associated equipment manufactured or furnished for the Customer by
Pierce pursuant to the Specifications.
b. "Specifications" means the general specifications, technical specifications, training, and testing requirements for the
Product contained in the Pierce Proposal for the Product prepared in response to the Customer's request for proposal.
c. "Pierce Proposal" means the proposal provided by Pierce attached as Exhibit C prepared in response to the
Customer's request for proposal.
d. "Delivery" means the date Pierce is prepared to make physical possession of the Product available to the Customer.
e. "Acceptance" The Customer shall have fifteen (15) calendar days of Delivery to inspect the Product for substantial
conformance with the material Specifications; unless Pierce receives a Notice of Defect within fifteen (15) calendar
days of Delivery, the Product will be deemed to be in conformance with the Specifications and accepted by the
Customer.
2. Purpose. This Agreement sets forth the terms and conditions of Pierce's sale of the Product to the Customer.
3. Term of Agreement. This Agreement will become effective on the date it is signed and approved by Pierce's authorized
representative pursuant to Section 22 hereof ("Effective Date") and, unless earlier terminated pursuant to the terms of this
Agreement, it will terminate upon the Customer's Acceptance and payment in full of the Purchase Price.
4. Purchase and Payment. The Customer agrees to purchase the Product specified on Exhibit A for the total purchase price of
$902880.00 ("Purchase Price"). Prices are in U.S, funds.
5. Future Changes. Various state or federal regulatory agencies (e.g. NFPA, DOT, EPA) may require changes to the
Specifications and/or the Product and in any such event any resulting cost increases incurred to comply therewith will be added
to the Purchase Price to be paid by the Customer. In addition, any future drive train upgrades (engine, transmission, axles,
etc.), or any other specification changes have not been calculated into our annual increases and will be provided at additional
cost. To the extent practicable, Pierce will document and itemize any such price increases for the Customer.
G. Agreement Changes. The Customer may request that Pierce incorporate a change to the Products or the Specifications for
the Products by delivering a change order to Pierce; provided, however, that any such change order must be in writing and
include a description of the proposed change sufficient to permit Pierce to evaluate the feasibility of such change ("Change
Order"). Within [seven (7) business days] of receipt of a Change Order, Pierce will inform the Customer in writing of the
feasibility of the Change Order, the earliest possible implementation date for the Change Order, of any increase or decrease in
the Purchase Price resulting from such Change Order, and of any effect on production scheduling or Delivery resulting from
such Change Order. Pierce shall not be liable to the Customer for any delay in performance or Delivery arising from any such
Change Order. A Change Order is only effective when counter -signed by Pierce's authorized representative.
7. Cancellation/Termination. In the event this Agreement is cancelled or terminated by a party before completion, Pierce may
charge a cancellation fee. The following charge schedule based on costs incurred may be applied: (a) 10% of the Purchase
Price after order is accepted and entered by Pierce; (b) 20% of the Purchase Price after completion of approval drawings, and;
(c) 30% of the Purchase Price upon any material requisition. The cancellation fee will increase accordingly as costs are
incurred as the order progresses through engineering and into manufacturing. Pierce endeavors to mitigate any such costs
through the sale of such Product to another purchaser; however Customer shall remain liable for the difference between the
Purchase Price and, if applicable, the sale price obtained by Pierce upon sale of the Product to another purchaser, plus any costs
incurred by Pierce to conduct any such sale.
8. Delivery, Inspection and Acceptance. (a) Delivery. Delivery of the Product is scheduled to be within 9 months of the
Effective Date of this Agreement, F.O.B. Pierce's plant, Bradenton, Florida. Risk of loss shall pass to Customer upon Delivery.
(b) Inspection and Acceptance. Upon Delivery, Customer shall have fifteen (15) days within which to inspect the Product for
substantial conformance to the material Specifications, and in the event of substantial non-conformance to the material
QSD 1398
I
Revised: 09/10/2010
Specifications to furnish Pierce with written notice sufficient to permit Pierce to evaluate such non-conformance ("Notice of
Defect"). Any Product not in substantial conformance to material Specifications shall be remedied by Pierce within thirty (30)
days from the Notice of Defect. In the event Pierce does not receive a Notice of Defect within fifteen (15) days of Delivery,
Product will be deemed to be in conformance with Specifications and Accepted by Customer.
9, Notice. Any required or permitted notices hereunder must be given in writing at the address of each party set forth below,
or to such other address as either party may substitute by written notice to the other in the manner contemplated herein, by one
of the following methods: hand delivery; registered, express, or certified mail, return receipt requested, postage prepaid; or
nationally -recognized private express courier:
Pierce Manufacturing, Inc.
Director of Order Management
2600 American Drive
Appleton WI 54912
Fax (920) 832-3080
Customer
City of Crestview
198 N Wilson Street
PO Box 1209
Crestview, FL 32536
850-682-1560
10. Standard Warranty. Any applicable Pierce warranties are attached hereto as Exhibit B and made a part hereof. Any
additional warranties must be expressly approved in writing by Pierce's authorized representative.
a. Disclaimer. OTHER THAN AS EXPRESSLY SET FORTH 1N THIS AGREEMENT, NEITHER PIERCE, ITS
PARENT COMPANY, AFFILIATES, SUBSIDIARIES, LICENSORS OR SUPPLIERS, THEIR RESPECTIVE OFFICERS,
DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS OR REPRESENTATIVES, MAKE ANY EXPRESS OR
IMPLIED WARRANTIES WITH RESPECT TO THE PRODUCTS PROVIDED HEREUNDER OR OTHERWISE
REGARDING THIS AGREEMENT, WHETHER ORAL OR WW1 EN, EXPRESS, IMPLIED OR STATUTORY.
WITHOUT LIMITING THE FOREGOING, ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY,
THE IMPLIED WARRANTY AGAINST INFRINGEMENT, AND THE IMPLIED WARRANTY OR CONDITION OF
FITNESS FOR A PARTICULAR PURPOSE ARE EXPRESSLY EXCLUDED AND DISCLAIMED. STATEMENTS MADE
BY SALES REPRESENTATIVES OR IN PROMOTIONAL MATERIALS DO NOT CONSTITUTE WARRANTIES.
b. Exclusions of Incidental and Consequential Damages. In no event shall Pierce be liable for consequential,
incidental or punitive damages incurred by Customer or any third party in connection with any matter arising out of or relating
to this Agreement, or the breach thereof, regardless of whether such damages arise out of breach of warranty, tort, contract,
strict liability, statutory liability, indemnity, whether resulting from non -delivery or from Pierce's own negligence, or
otherwise.
11.
Insurance. Pierce maintains the following li
Commercial General Liability Insura
Products/Completed Operations
Each Occurrence:
Umbrella/Excess Liability Insurance
Aggregate:
Each Occurrence:
s of insurance with a carrier(s) rated A- or better by A.M. Best:
nce:
Aggregate: $1,000,000
$ 1,000,000
$25,000,000
$25,000,000
The Customer may request: (x) Pierce to provide the Customer with a copy of a current Certificate of Insurance with
the coverages listed above; (y) to be included as an additional insured for Commercial General Liability (subject to the
terms and conditions of the applicable Pierce insurance policy); and (z) all policies to provide a 30 day notice of
cancellation to the named insured
12. Indemnity. To the extent permitted by Florida law, the Customer shall indemnify, defend and hold harmless Pierce, its
officers, employees, dealers, agents or subcontractors, from any and all claims, costs, judgments, liability, loss, damage,
attorneys' fees or expenses of any kind or nature whatsoever (including, but without limitation, personal injury and death) to all
property and persons caused by, resulting from, arising out of or occurring in connection with the Customer's purchase,
installation or use of goods sold or supplied by Pierce which are not caused by the sole negligence of Pierce.
13. Force Majeure. Pierce shall not be responsible nor deemed to be in default on account of delays in performance due to
causes which are beyond Pierce's control which make Pierce's performance impracticable, including but not limited to civil
wars, insurrections, strikes, riots, fires, storms, floods, other acts of nature, explosions, earthquakes, accidents, any act of
government, delays in transportation, inability to obtain necessary labor supplies or manufacturing facilities, allocation
QSD 1398 2 Revised: 09/10/2010
regulations or orders affecting materials, equipment, facilities or completed products, failure to obtain any required license or
certificates, acts of' God or the public enemy or terrorism, failure of transportation, epidemics, quarantine restrictions, failure of
vendors (due to causes similar to those within the scope of this clause) to perform their contracts or labor troubles causing
cessation. slowdown, or interruption of work.
14. Default. The occurrence of one or more of the following shall constitute a default under this Agreement: (a) the Customer
fails to pay when due any amounts under this Agreement or to perform any of its obligations under this Agreement: (b) Pierce
fails to perform any of its obligations under this Agreement; (c) either party becomes insolvent or become subject to a
bankruptcy or insolvency proceedings; (d) any representation made by either party to induce the other to enter into this
Agreement is false in any material respect; (e) the Customer dissolves, merges, consolidates or transfers a substantial portion of
its property to another entity; or (f) the Customer is in default or has breached any other contract or agreement with Pierce.
15. Manufacturer's Statement of Origin. It is agreed that the manufacturer's statement of origin ("MSO") for the Product
covered by this Agreement shall remain in the possession of Pierce until the entire Purchase Price has been paid. If more than
one Product is covered by this Agreement, theft the NISO for each individual Product shall remain in the possession of Pierce
until the Purchase Price for that Product has been paid in full. In case of any default in payment, Pierce may take full
possession of the Product, and any payments that have been made shall be applied as payment for the use of the Product up to
the date of taking possession.
16. Independent Contractors. The relationship of the parties established under this Agreement is that of independent
contractors and neither party is a partner, employee, agent, or joint venturer of or with the other.
17. Assignment. Neither party may assign its rights and obligations under this Agreement unless it has obtained the prior
written approval of the other party.
18. Governing Law; Jurisdiction. Without regard to any conflict of laws provisions, this Agreement is to be governed by and
under the laws of the state of Florida.
19. Facsimile Signatures. The delivery of signatures to this Agreement by facsimile transmission shall be binding as original
signatures.
20. Entire Agreement. This Agreement shall be the exclusive agreement between the parties for the Product. Additional or
different terms proposed by the Customer shall not be applicable, unless accepted in writing by Pierces authorized
representative. No change in, modification of, or revision of this Agreement shall be valid unless in writing and signed by
Pierce's authorized representative.
21. Conflict. In the event of a conflict between the Customer Specifications and the Pierce Proposal. the Pierce Proposal shall
control. In the event there is a conflict between the Pierce Proposal and this Agreement, the Pierce Proposal shall control.
22. Signatures. This Agreement is not effective unless and until it is approved. signed and dated by Pierce Manufacturing,
Inc.'s authorized representative.
Accepted and agreed to:
PIERCE ANUFACTURING, INC. / STONIER: ofCre iew
Name:
Title: tit !"L10\
Date:
5 1-4e 5 i
e( 1�
Name: (� J
Title
Date:
QSD 1398
3 Revised: 09/10/2010
EXHIBIT A
PURCHASE DETAEL FORM
Pierce Manufacturing, Inc.
Director of Order Management
2600 American Drive
Appleton WI 54912
Fax (920) 832-3080
Date; March 7, 2016
Customer Name: City of Crestview
, Quantity
Chassis Type
Body Type
Price per Unit
2
Pierce SaberFR
Rescue Pumper
$451,440,00
$
$
$
Contract subject to lease financing approval with PNC Equipment Finance and the City of Crestvie%. FL.
Florida Sheriff Contract # 15-11-0116 Specification # 18 Expires on 3/31/2016. The new Florida Sheriff Contract goes into
effect on 4/1/2016 with a 3%Write increase. Ten-8 Fire Equipment shall hold this bid price for the City of Crestview, -
Warranty Period: Standard Warranties provided in Bid Documents.
Training Requirements: 3 days of training by en authorized & certified Pierce MFG delivery train
Other Matters: Performance Bond shall be provided. Preventive Maintenance Level LE Quarterly Service to be provide during
the Lease Term as follows: A) Three. Six, Mine, and Twelve-month inspection and service mfornned at the Ten-8 Service
Center, B) Inspection and service transfer case at each interval. Cl Maintenance includes service and oil filter changes on all
applicable systems at the 6 and 12 month intervals. D) Includes labor, filters, lubricants. and light bulbs Fit Annual service
pump test.
Payment Tends: with lease approval full payment will be received from PNC Equipment Finance and performance bond will_
13e, issued by Pierce_MFG•
NOTE: if deferred payment arrangements aro rugrrired, the Customer must make such 6nanoial ammgcments through a financial institution acceptable to
Pierce.] All taxes, excises and levies that Pieroe may be required to pay or polled by reason of any present or Muria law or by any governmental authority
based upon the sale, perohaso, delivery, storage, processing, use, consumption, or transportation of the Product sold by Pierce to the Customer shall be for the
accotmt of tho Customer and shall be added to the Purchase Price. All delivery prices or prima with freight allowance are basal upon prevailing freight rates
and, in the event of any increase or decrease In awl rates, the prioes on all unshipped Product will be increased or decreased accordingly. Delinquent payments
shall be subject to a carrying charge of 1.5 pereamil per month or such leaser amount permitted by law. Pierce will nd be required to acoepl payment other than
as vet WI in this Agreement. However, to avoid a late charge assaament in the evert of a dispute caused by a substantial nonconformance with material
Specifuefions (other than freight), the Customer may withhold up to fivo percent (WOE) of the Purchase Prise until such time that Pierce substantially remedies
the nonconformance with material Speoilieuatio ns, but no longer than sixty (60) days alter Delivery. if the disputed amount is the freight charge, the Customer
may withhold only the amount of the freight ohargo until lho dispute is settled, but no longer than sixty (60) days alter Delivery. Pierce shall have and retain a
purohnso money aeotrily interest in all goods and products now or hereafter sold to the Cuatemer by Pierce or any of its affiliated companies to scour° payment
of the Purchase Price for all such goods and products. In the event of nonpayment by the Customer of any debt, obligation or liability now or hereafter
incurred or owing by the Customer to Pierce, Pierce shall have and may exercise all rights and remedies of a s tired party under Athol° 9 of the Uniform
Commercial Code (UCC) as adopted by the shmte of Wisconsin
THIS PURCHASE DETAIL FORM IS EXPRESSLY SUBJECT TO THE PURCHASE AGREEMENT TERMS AND
CONDITIONS DATED AS OF March 31, 2016 BETWEEN PIERCE MANUFACTURING INC, AND City of Crestview,
QSD 1398 4 Revised: 09/10/2010
EL WHICH TERMS AND CONDITIONS ARE HEREBY INCORPORATED IN, AND MADE PART OF, THIS
PURCHASE DETAIL FORM AS THOUGH EACH PROVISION WERE SEPARATELY SET FORTH HEREIN, EXCEPT
TO THE EXTENT OTHERWISE STATED OR SUPPLEMENTED BY PIERCE MANUFACTURING INC, HEREIN.
QSD 1398
Revised: 09/ 0/2010
EXHIBIT B
WARRANTY
PROVIDED IN OUR BID DOCUMENTS
QSD 1398 5 Revised: 09/10/2010
Liberty
mutuillm
Interchange Corporate Center
450 Plymouth Road, Suite 400
Plymouth Meeting, PA. 19462-1644
PERFORMANCE AND PAYMENT BOND
Bond No. 190035458
KNOW ALL MEN BY THESE PRESENTS, THAT, Pierce Manufacturing Inc.
(hereinafter called Principal), as Principal and Liberty Mutual Insurance Comoanv a corporation
organized and existingunder the laws c»the State cf Massachusetts with its principalofficwhntheCdyoC
Boston (hereinafter called Surety) mnSurety are held and firmly bound unto
City of Crestview
(hereinafter called the O and hnall personswho furnish labor crmaterial directly 1uthe Principal for use inthe
prosecution of the work hereinafter named, in the just and full sum of Nine Hundred Two Thousand Eight
Hundred Eighh/Dollars and OO/1OO DpUaro($8O2.88O.00 )
to the payment of which sum well and holy to he moda, the said Principal and Surety bind thamomlvmo, and their
respective heirs, administrators, executors, successors and assigns, jointly and severally, firmly by these presents.
WHEREAS, the Principal has entered into acertain written contract with the Owner, dated the 31st
day of March 2016 for Two (2) Pierce Saber FR Pumpers
which contract is hereby referred to and made a part hereof as fully and to the same extent as if copied at length
NOW, THEREFORE, THE CONDITION OF THIS OBLIGATION IS SUCH, that Dthe said Principal shall fully
Indemnify the Owner from and against any failure onhis/her part faithfully to perform the obligations imposed upon
him/her under the terms of said contract free and clear nfall liens arising out of claims for labor and material
entering into the work, and if the said Phno|po| abaU pay all persons who uhoU have furnished labor or material
directly to the Principal for use in the prosecution of the ohunouuid wmrh, each of which said persons shall have m
direct right of action on this instrument in his/her own name and for him/her own beneOt, aubject, howaver, to the
Owners priority, then this obligation to be void; otherwise to remain in full force and effect.
PROVIDED, HOWEVER. that no antion, suit or proceeding ohoU be had ormaintained against the Surety on this
instrument un|aao the same be brought urinstituted and pmuoou served upon the Surety within two years after
completion of the work mentioned in said oontract, whether such work be completed by the Phncipo|. Surety or
Owner; but if there is any maintenance or warranty period provided in the contract for which said Surety is liable, an
action for such maintenance or warranty may be brought within two years from the expiration of said maintenance
orwarranty period, but not afterwards.
BY ACCEPTANCE of this bond, it is hereby acknowledged that the attached Dual Obligee Rider becomes apart of
this bond.
IN WITNESS WHday of Apr,��E�P�en�dPm�p��d8u��h�eo��dand sealed ��|n�m�� Instrument 4�
Pierce Manuf._ turing Inc.
8
By:
Principal
o,MOme,wgt Name and Title
Liberty Mutual Insurance Company
Sarah E.OeYoung
LMIC' l60
Pagel of2
interchange Corporate Center
450 Plymouth Road, Suite 400
Plymouth Meeting, PA. 19462-1644
DUAL OBLIGEE RIDER
To be attached to and form apart of bond no. 1Q0035458 executed byUbertv Mutual Insurance
CnmoanvaaSurety this 4th day of April . 2016 .|nthe amount of
Nine Hundred Two Thousand Eight Hundred Eiqhb/Dollars and OO/1OO OoUana
(%902.880.00 \onbehalf ofPierce ManufacturinqInc.
.aaPrincipal infavor ofthe City ofCrestview
as Obligee.
Whereas, upon the request ofthe Principal ondObligee, attached bond iohereby amended toadd
PNC Equipment Finance, LLC, B-4'13230-05'7. 155 East Broad Street, Columbus, [)H 43215
as additional obligee.
The surety shall not be liable under this bond to the Obligees,������.���o�Obligees
mva�herofthen). shall make payments to the Principal, or to the Surety in case it arranges for the
completion of the contract upon default of the Principal, strictly in accordance with the benno of said
contract as to payments, and shall perform all the other obligations to be performed under said contract
atthe time and |nthe matter therein set forth.
Innoevent shall the Surety teliable in the aggregate to both Obligees for more than the penalty of its
Performance Bond (or Performance and Payment Bond, asapplicable herein),nor shall it be liable
except for msingle payment for each single breach ordefault. Atthe Surety's election, any payment due
to either Obligee may be made by its check issued jointly to both.
All other terms and conditions of this bond are unchangedexcept moherein above modified.
LMDC-5180 Page 2oy2 Bev 1-08
This Power of Attomey limits the acts of those named herein, and they have no authority to bind the Company except in the manner and to the extent herein stated. Not
valid for mortgage, note, loan, letter of credit, bank deposit, currency rate, interest rate or residual value guarantees. To confirm the validity of this Power of Attorney call
610.832.8240 between 9:00 am and 4;30 pm EST on any business day.
American Fire and Casualty Company Liberty Mutual Insurance Company
The Ohio Casualty Insurance Company West American Insurance Company
POWER OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS: That American Fire 8 Casualty Company and The Ohio Casualty Insurance Company are corporations duly organized under the laws
of the State of New Hampshire, that Liberty Mutual Insurance Company is a corporation duly organized under the laws of the State of Massachusetts, and West American Insurance
Company Is a corporation duty oganIzed under the laws of the State of Indiana (herein collectively called the 'Companies'), pursuant to and by authority herein set forth, does hereby
name, constitute and appointarah E. DeYounq
of the dry of Milwaukee , stale of W r its true and lawful attorney -in -fact, with full power and authority hereby conferred to sign, execute and acknowledge the
following surety bond:
Principal Name: Pierce Manufacturing Inc.
Obligee Name: City of Crestview
Surety Bond Number:190035458
Bond Amount: See Bond Form
IN WITNESS WHEREOF, this Power of Attorney has been subscribed by an authorized officer or official of the Companies and the corporate seals of the Companies have been affixed
thereto this VP day of November, 2013.
By:
STATE OF PENNSYLVANIA
COUNTY OF MONTGOMERY
American Fire and Casualty Company
The Ohio Casualty Insurance Company
Liberty Mutual Insurance Company
Wesyt4merican Insurance Company
David Nf Carey, Assistant Secretary
On this 118th day of November, 2013, before me personally appeared David M. Carey, who acknowledged himself to be the Assistant Secretary of American Fire and Casualty Company,
Liberty Mutual Insurance Company, The Ohio Casualty Company, and West American Insurance Company, and that he, as such, being authorized so to do, execute the foregoing
instrument for the purposes therein contained by signing on behalf of the corporations by himself as a duly authorized officer.
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my notarial seal at Plymouth Meeting, Pennsylvania, on the day and year first above written.
COMMONWEALTH OF PENNSYLVANIA
Notarial Seal
Teresa Pastella, Notary Public
Plymouth Tvp., Montgomery County
My Commission Expires March 28, 2017
Member Pennsylvania Association of Notaries
This Power of Attoo ey-f de and executed pursuant to and by authority of the following By-laws and Authorizations of American Fire and Casualty Company, The Ohio Casualty
Insurance Company, Liberty Mutual Insurance Company, and West American Insurance Company which resolutions are now in full force and effect reading as follows:
ARTICLE IV — OFFICERS — Section 12. Power of Attomey. Any officer or other official of the Corporation authorized for that purpose in writing by the Chairman or the President, and
subject to such limitation as the Chairman or the President may prescribe, shall appoint such attomeys-in-fact, as may be necessary to act in behalf of the Corporation to make, execute,
seal, acknowledge and deliver as surety any and all undertakings, bonds, recognizances and other surety obligations. Such attorneys -in -fact, subject to the limitations set forth In their
respective powers of attomey, shall have full power to bind the Corporation by their signature and execution of any such instruments and to attach thereto the seal of the Corporation.
When so executed, such Instruments shall be as binding as if signed by the President and attested to by the Secretary. Any power or authority granted to any representative or attomey-
in-fact under the provisions of this article may be revoked at any time by the Board, the Chairman, the President or by the officer or officers granting such power or authority.
ARTICLE X II — Execution of Contracts — SECTION 5. Surety Bonds and Undertakings. Any officer of the Company authorized for that purpose in writing by the chairman or the
president, and subject to such limitations es the chairman or the president may prescribe, shall appoint such attorneys -in -fact, as may be necessary to act in behalf of the Company to
make, execute, seal, acknowledge and deliver as surety any and all undertakings, bonds, recognizances and other surety obligations. Such attomeys•in-fact subject to the limitations set
forth in their respective powers of attorney, shall have full power to bind the Company by their signature and execution of any such Instruments and to attach thereto the seal of the
Company. When so executed such instruments shall be as binding as if signed by the president end attested by the secretary.
Certificate of Designation —The President of the Company, acting pursuant to the Bylaws of the Company, authorizes David M. Carey, Assistant Secretary to appoint such attorneys -
in -fact as may be necessary to act on behalf of the Company to make, execute, seal, acknowledge and deliver as surety any and all undertakings, bonds, recognizances and other
surety obligations.
Authorization — By unanimous consent of the Company's Board of Direclors, the Company consents that facsimile or mechanically reproduced signature of any assistant secretary of
the Company, wherever appearing upon a certified copy of any power of attomey issued by 0te Company in connection with surety bonds, shall be valid and binding upon the Company
with the same force and effect as though manually affixed.
I, Gregory W. Davenport, the undersigned, Assistant Secretary, of American Fire and Casualty Company, The Ohio Casualty Insurance Company, Liberty Mutual Insurance
Company, and West American Insurance Company do hereby certify that the original power of attomey of which the foregoing Is a full, true and correct copy of the Power of Attorney
executed by said Companies, is in full force and effect and has not been revoked.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed the seals of said Companies this 4th day of April 2016 .
By. //4Z.04
l�Qt1Tr stelEa, Notary Public
By:
Gregory W. Davenport, Assistant Secretary
PERFORM. LIKE NO OTHER:"
This Purchase Agreement (together with all attachments referenced herein, the "Agreement"), made and entered into by and
between Pierce Manufacturing Inc., a Wisconsin corporation ("Pierce"), and City of Crestview, a Florida City ("Customer") is
effective as of the date specified in Section 3 hereof.
1. Definitions.
a. "Product" means the fire apparatus and any associated equipment manufactured or furnished for the Customer by
Pierce pursuant to the Specifications.
b. "Specifications" means the general specifications, technical specifications, training, and testing requirements for the
Product contained in the Pierce Proposal for the Product prepared in response to the Customer's request for proposal.
c. "Pierce Proposal" means the proposal provided by Pierce attached as Exhibit C prepared in response to the
Customer's request for proposal.
d. "Delivery" means the date Pierce is prepared to make physical possession of the Product available to the Customer.
e. "Acceptance" The Customer shall have fifteen (15) calendar days of Delivery to inspect the Product for substantial
conformance with the material Specifications; unless Pierce receives a Notice of Defect within fifteen (15) calendar
days of Delivery, the Product will be deemed to be in conformance with the Specifications and accepted by the
Customer.
2. Purpose. This Agreement sets forth the terms and conditions of Pierce's sale of the Product to the Customer.
3. Term of Agreement. This Agreement will become effective on the date it is signed and approved by Pierce's authorized
representative pursuant to Section 22 hereof ("Effective Date") and, unless earlier terminated pursuant to the terms of this
Agreement, it will terminate upon the Customer's Acceptance and payment in full of the Purchase Price.
4. Purchase and Payment. The Customer agrees to purchase the Product specified on Exhibit A for the total purchase price of
$902880.00 ("Purchase Price"). Prices are in U.S. funds.
5. Future Changes. Various state or federal regulatory agencies (e.g. NFPA, DOT, EPA) may require changes to the
Specifications and/or the Product and in any such event any resulting cost increases incurred to comply therewith will be added
to the Purchase Price to be paid by the Customer. In addition, any future drive train upgrades (engine, transmission, axles,
etc.), or any other specification changes have not been calculated into our annual increases and will be provided at additional
cost. To the extent practicable, Pierce will document and itemize any such price increases for the Customer.
6. Agreement Changes. The Customer may request that Pierce incorporate a change to the Products or the Specifications for
the Products by delivering a change order to Pierce; provided, however, that any such change order must be in writing and
include a description of the proposed change sufficient to permit Pierce to evaluate the feasibility of such change ("Change
Order"). Within [seven (7) business days] of receipt of a Change Order, Pierce will inform the Customer in writing of the
feasibility of the Change Order, the earliest possible implementation date for the Change Order, of any increase or decrease in
the Purchase Price resulting from such Change Order, and of any effect on production scheduling or Delivery resulting from
such Change Order. Pierce shall not be liable to the Customer for any delay in performance or Delivery arising from any such
Change Order. A Change Order is only effective when counter -signed by Pierce's authorized representative.
7. Cancellation/Termination. In the event this Agreement is cancelled or terminated by a party before completion, Pierce may
charge a cancellation fee. The following charge schedule based on costs incurred may be applied: (a) 10% of the Purchase
Price after order is accepted and entered by Pierce; (b) 20% of the Purchase Price after completion of approval drawings, and;
(c) 30% of the Purchase Price upon any material requisition. The cancellation fee will increase accordingly as costs are
incurred as the order progresses through engineering and into manufacturing. Pierce endeavors to mitigate any such costs
through the sale of such Product to another purchaser; however Customer shall remain liable for the difference between the
Purchase Price and, if applicable, the sale price obtained by Pierce upon sale of the Product to another purchaser, plus any costs
incurred by Pierce to conduct any such sale.
8. Delivery. Inspection and Acceptance. (a) Delivery. Delivery of the Product is scheduled to be within 9 months of the
Effective Date of this Agreement, F.O.B. Pierce's plant, Bradenton, Florida. Risk of loss shall pass to Customer upon Delivery.
(b) Inspection and Acceptance. Upon Delivery, Customer shall have fifteen (15) days within which to inspect the Product for
substantial conformance to the material Specifications, and in the event of substantial non-conformance to the material
QSD 1398
r
Revised: 09/ 10/2010
Specifications to furnish Pierce with written notice sufficient to permit Pierce to evaluate such non-conformance ("Notice of
Defect"). Any Product not in substantial conformance to material Specifications shall be remedied by Pierce within thirty (30)
days from the Notice of Defect. In the event Pierce does not receive a Notice of Defect within fifteen (15) days of Delivery,
Product will be deemed to be in conformance with Specifications and Accepted by Customer.
9. Notice. Any required or permitted notices hereunder must be given in writing at the address of each party set forth below,
or to such other address as either party may substitute by written notice to the other in the manner contemplated herein, by one
of the following methods: hand delivery; registered, express, or certified mail, return receipt requested, postage prepaid; or
nationally -recognized private express courier:
Pierce Manufacturing, Inc.
Director of Order Management
2600 American Drive
Appleton WI 54912
Fax (920) 832-3080
Customer
City of Crestview
198 N Wilson Street
PO Box 1209
Crestview. FL 32536
850-682-1560
10. Standard Warranty. Any applicable Pierce warranties are attached hereto as Exhibit B and made a part hereof. Any
additional warranties must be expressly approved in writing by Pierce's authorized representative.
a. Disclaimer. OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PIERCE, ITS
PARENT COMPANY, AFFILIATES, SUBSIDIARIES, LICENSORS OR SUPPLIERS, THEIR RESPECTIVE OFFICERS,
DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS OR REPRESENTATIVES, MAKE ANY EXPRESS OR
IMPLIED WARRANTIES WITH RESPECT TO THE PRODUCTS PROVIDED HEREUNDER OR OTHERWISE
REGARDING THIS AGREEMENT, WHETHER ORAL OR WRI1`IEN, EXPRESS, IMPLIED OR STATUTORY.
WITHOUT LIMITING THE FOREGOING, ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY,
THE IMPLIED WARRANTY AGAINST INFRINGEMENT, AND THE IMPLIED WARRANTY OR CONDITION OF
FITNESS FOR A PARTICULAR PURPOSE ARE EXPRESSLY EXCLUDED AND DISCLAIMED. STATEMENTS MADE
BY SALES REPRESENTATIVES OR IN PROMOTIONAL MATERIALS DO NOT CONSTITUTE WARRANTIES.
b. Exclusions of Incidental and Consequential Damages. In no event shall Pierce be liable for consequential,
incidental or punitive damages incurred by Customer or any third party in connection with any matter arising out of or relating
to this Agreement, or the breach thereof, regardless of whether such damages arise out of breach of warranty, tort, contract,
strict liability, statutory liability, indemnity, whether resulting from non -delivery or from Pierce's own negligence, or
otherwise.
H. Insurance. Pierce maintains the following limits of insurance with a carrier(s) rated A- or better by A.M. Best:
Commercial General Liability Insurance:
Products/Completed Operations Aggregate: $1,000,000
Each Occurrence: $1,000,000
Umbrella/Excess Liability Insurance:
Aggregate: $25,000,000
Each Occurrence: $25,000,000
The Customer may request: (x) Pierce to provide the Customer with a copy of a current Certificate of Insurance with
the coverages listed above; (y) to be included as an additional insured for Commercial General Liability (subject to the
terms and conditions of the applicable Pierce insurance policy); and (z) all policies to provide a 30 day notice of
cancellation to the named insured
12. Indemnity. To the extent permitted by Florida law, the Customer shall indemnify, defend and hold harmless Pierce, its
officers, employees, dealers, agents or subcontractors, from any and all claims, costs, judgments, liability, loss, damage,
attorneys' fees or expenses of any kind or nature whatsoever (including, but without limitation, personal injury and death) to all
property and persons caused by, resulting from, arising out of or occurring in connection with the Customer's purchase,
installation or use of goods sold or supplied by Pierce which are not caused by the sole negligence of Pierce.
13. Force Majeure. Pierce shall not be responsible nor deemed to be in default on account of delays in performance due to
causes which are beyond Pierce's control which make Pierce's performance impracticable, including but not limited to civil
wars, insurrections, strikes, riots, fires, storms, floods, other acts of nature, explosions, earthquakes, accidents, any act of
government, delays in transportation, inability to obtain necessary labor supplies or manufacturing facilities, allocation
QSD 1398 2 Revised: 09/10/2010
regulations or orders affecting materials, equipment, facilities or completed products, failure to obtain any required license or
certificates, acts of God or the public enemy or terrorism, failure of transportation, epidemics, quarantine restrictions, failure of
vendors (due to causes similar to those within the scope of this clause) to perform their contracts or labor troubles causing
cessation, slowdown, or interruption of work.
14. Default. The occurrence of one or more of the following shall constitute a default under this Agreement: (a) the Customer
fails to pay when due any amounts under this Agreement or to perform any of its obligations under this Agreement; (b) Pierce
fails to perform any of its obligations under this Agreement; (c) either party becomes insolvent or become subject to a
bankruptcy or insolvency proceedings; (d) any representation made by either parry to induce the other to enter into this
Agreement is false in any material respect; (e) the Customer dissolves, merges, consolidates or transfers a substantial portion of
its property to another entity; or (f) the Customer is in default or has breached any other contract or agreement with Pierce.
15. Manufacturer's Statement of Origin. It is agreed that the manufacturer's statement of origin ("MSO") for the Product
covered by this Agreement shall remain in the possession of Pierce until the entire Purchase Price has been paid. If more than
one Product is covered by this Agreement, then the MSO for each individual Product shall remain in the possession of Pierce
until the Purchase Price for that Product has been paid in full. In case of any default in payment, Pierce may take full
possession of the Product, and any payments that have been made shall be applied as payment for the use of the Product up to
the date of taking possession.
16. Independent Contractors. The relationship of the parties established under this Agreement is that of independent
contractors and neither party is a partner, employee, agent, or joint venturer of or with the other.
17. Assignment. Neither party may assign its rights and obligations under this Agreement unless it has obtained the prior
written approval of the other party.
18. Governing Law; Jurisdiction. Without regard to any conflict of laws provisions, this Agreement is to be governed by and
under the laws of the state of Florida.
19. Facsimile Signatures. The delivery of signatures to this Agreement by facsimile transmission shall be binding as original
signatures.
20. Entire Agreement. This Agreement shall be the exclusive agreement between the parties for the Product. Additional or
different terms proposed by the Customer shall not be applicable, unless accepted in writing by Pierce's authorized
representative. No change in, modification of, or revision of this Agreement shall be valid unless in writing and signed by
Pierce's authorized representative.
21. Conflict. In the event of a conflict between the Customer Specifications and the Pierce Proposal, the Pierce Proposal shall
control. In the event there is a conflict between the Pierce Proposal and this Agreement, the Pierce Proposal shall control.
22. Signatures. This Agreement is not effective unless and until it is approved, signed and dated by Pierce Manufacturing,
Inc.'s authorized representative.
Accepted and agreed to:
PIERCE ANUFACTURING, INC.
Name: ti
Title: AA. 1141
Date: 5-23— /L
.a rnr5 f
�-�z tlit
CUSTOMER: City of Crestview
Name:
Title:
Date:
QSD 1398 3 Revised: 09/10/2010
EXHIBIT A
PURCHASE DETAIL FORM
Pierce Manufacturing, Inc.
Director of Order Management
2600 American Drive
Appleton WI 54912
Fax (920) 832-3080
Date: March 7, 2016
Customer Name: Citv of Crestview
Quantity
Chassis Type
Body Type
Price per Unit
2
Pierce Saber FR
Rescue Pumper
S451,440,00
$
S
Contract subject to lease financing approval with PNC Equipment Finance and the City of Crestview„FL.
Florida Sheriff Contract # 15-11-0116 Specification # 18 Expires on 3/31/2016. The new Florida Sheriff Contract_goes into
effect on 4/1/2016 with a 3% price increase, Ten-8 Fire Equipment shall hold this bid price for the City of Crestview,
Warranty Period: Standard Warranties provided in Bid Documents.
Training Requirements: 3 days of training by an authorized & certified Pierce MFG delivery train
Other Matters: Performance Bond shall be provided. Preventive Maintenance Level IH Quarterly Service to be provide during
the Lease Term as follows: A) Three. Six, Nine, and Twelve-month inspection and service performed at the Ten-8 Service
Center. B) Inspection and service transfer case at each interval. Cl Maintenance includes service and oil filter changes on all
applicable systems at the 6 and 12 month intervals, D) Includes labor, filters, lubricants, and light bulbs. E) Annual service
pump test.
Payment Terms: with lease approval frill payment will be received from PNC Equipment Finance and performance bond will_
Be issued by Pierce MFG.
[NOTE: if deferred payment arrangements arc required, the Customer must make such financial arrangements through a financial institution acceptable to
Pierce.] All taxes, excises and levies that Pierce may be required to pay or collect by reason of any present or future law or by any governmental authority
based upon the sale, purchase, delivery, storage, processing, use, consumption, or transportation of the Product sold by Pierce to the Customer shall be for the
account of the Customer and shall be added to the Purchase Price. All delivery prices or prices with freight allowance are based upon prevailing freight rates
and, in the event of any increase or decrease in such rates, the prices on all unshipped Product will be increased or decreased accordingly. Delinquent payments
shall be subject to a carrying charge of 1.5 percent per month or such lesser amount permitted by law. Pierce will not be required to accept payment other than
as set forth in tills Agreement. However, to avoid a late chntge fISSeSsltnettl in the event of a dispute caused by a substantial nonconformance with material
Specifications (other than freight), the Customer may withhold up to five percent (5%) of the Purchase Price until such time that Pierce substantially remedies
the nonconformance with material Speciications, but no longer dam sixty (60) days after Delivery, If the disputed amount is the freight charge, the Customer
may withhold only the amount of the freight ()binge until tho dispute is settled, but no longer than sixty (60) days after Delivery. Pierce shall have and retain a
purchase money security interest in all goods and products now or hereafter sold to die Customer by Pierce or any of its affiliated companies to secure payment
of the Purchase Price for all such goods and products. In Ole event of nonpayment by the Customer of any debt, obligation or liability now or hereafter
incurred or owing by the Customer to Pierce, Pierce shall have and may exercise all rights and remedies of a secured party under Article 9 of the Uniform
Commercial Code (UCC) as adopted by the state of Wisconsin.
THIS PURCHASE DETAIL FORM IS EXPRESSLY SUBJECT TO THE PURCHASE AGREEMENT TERMS AND
CONDITIONS DATED AS OF March 31, 2016 BETWEEN PIERCE ivIf1NUFACTURING INC. AND City of Crestview,
QSD 1398 4 Revised: 09/10/2010
FL WHICH TERMS AND CONDITIONS ARE HEREBY INCORPORATED IN, AND MADE PART OF, THIS
PURCHASE DETAIL FORM AS THOUGH EACH PROVISION WERE SEPARATELY SET FORTH HEREIN, EXCEPT
TO THE EX LENT OTHERWISE STATED OR SUPPLEMENTED BY PIERCE )MANUFACTURING INC. HEREIN.
QSD 1398 5 Revised: 09/10/2010
EXHIBIT B
WARRANTY
PROVIDED IN OUR BID DOCUMENTS
QSD 1398 5 Revised: 09/10/2010
Form 8038-G
(Rev. September 2011)
Department of the Treasury
Internal Revenue Service
Information Return for Tax -Exempt Governmental Obligations
► Under Internal Revenue Code section 149(e)
►See separate instructions.
Caution: If the issue price is under $100,000, use Form 8038-GC.
OMB No. 1545-0720
Part I
Reporting Authority
If Amended Retum, check here P. ❑
1 Issuer's name
City of Crestview
2 Issuer's employer identification number (EIN)
59 6000295
3a Name of person (other than issuer) with whom the IRS may communicate about this return (see instructions)
3b Telephone number of other person shown on 3a
4 Number and street (or P.O. box If mail Is not delivered to street address)
198 N Wilson Street
Room/suite
5 Report number (For IRS Use Only)
f 3
6 City, town, or post office, state, and ZIP code
Crestview FL 32536
7 Date of Issue
5,23/2016
a Name of issue
Lease w 196972000
9 CUSIP number
10a Name and title of officer or other employee of the Issuer whom the IRS may call for more Information (see
Instructions)
10b Telephone number of officer or other
employee shown on 10a
850-682 6121
Part II
Type of Issue (enter the issue price). See the instructions and attach schedule.
11 Education
12 Health
13 Transportation
14 Public
15 Environment
16 Housing
17 Utilities
18 Other.
19 If
If
20 If
and hospital
safety
(including sewage bonds)
Describe P.
11
12
13
14
902,880
26
15
16
17
18
obligations are TANs or RANs, check only box 19a
obligations are BANs, check only box 19b
obligations are in the form of a lease or installment sale, check box
► ■
1
► ■
► CI
Part III
Description of Obligations. Complete for the entire issue for which this form is being filed.
(a) Final maturity date
(b) Issue price
(c) Stated redemption
price at maturity
(d) Weighted
average maturity
(e) Yield
21
6/23/2023
$ 902,880 26
$ 902,880 26
7 years
2 810 %
Part IV
Uses of Proceeds of Bond Issue (including underwriters' discount)
22 Proceeds used for accrued interest
23 Issue price of entire issue (enter amount from line 21, column (b))
24 Proceeds used for bond issuance costs (including underwriters' discount) . 24
25 Proceeds used for credit enhancement
26 Proceeds allocated to reasonably required reserve or replacement fund
27 Proceeds used to currently refund prior issues
28 Proceeds used to advance refund prior issues
29 Total (add lines 24 through 28)
30 Nonrefunding proceeds of the issue (subtract line 29 from line 23 and enter amount here)
25
26
27
28
22
23
902,880
26
29
30
902,880
26
Part V
Description of Refunded Bonds. Complete this part only for refunding bonds.
31 Enter the remaining weighted average maturity of the bonds to be currently refunded . • P. yew
32 Enter the remaining weighted average maturity of the bonds to be advance refunded . P. years
33 Enter the last date on which the refunded bonds will be called (MM/DD/YYYY) P.
34 Enter the date(s) the refunded bonds were issued ► (MM/DD/YYYI)
For Paperwork Reduction Act Notice, see separate instructions.
Cat. No. 63773S Form 8038-G (Rev. 9-2011)
Form 8038-G (Rev.9-2011)
Page 2
Part VI
Miscellaneous
35 Enter the amount of the state volume cap allocated to the issue under section 141(b)(5) . . .
36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract
(GIC) (see instructions)
b Enter the final maturity date of the GIC ►
c Enter the name of the GIC provider ►
37 Pooled financings: Enter the amount of the proceeds of this issue that are to be used to make loans
to other governmental units
38a If this issue is a loan made from the proceeds of another tax-exempt issue, check box ► ❑ and enter the following information:
b Enter the date of the master pool obligation P.
c Enter the EIN of the issuer of the master pool obligation ►
d Enter the name of the issuer of the master pool obligation ►
39 If the issuer has designated the issue under section 265(b)(3)(B)(i)(III) (small issuer exception), check box ► El
40 If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check box ► ❑
41a If the issuer has identified a hedge, check here ► ❑ and enter the following information:
b Name of hedge provider
c Type of hedge ►
d Term of hedge P.
42 If the issuer has superintegrated the hedge, check box ► ❑
43 If the issuer has established written procedures to ensure that all nonqualified bonds of this issue are remediated
according to the requirements under the Code and Regulations (see instructions), check box P. ❑
44 If the issuer has established written procedures to monitor the requirements of section 148, check box ► ❑
45a If some portion of the proceeds was used to reimburse expenditures, check here ► ❑ and enter the amount
of reimbursement ►
b Enter the date the official intent was adopted ►
35
36a
37
Signature
and
Consent
Paid
Preparer
Use Only
Under penalties of perjury, I declare that I have examined this return and accompanying schedules and statements, and to the best of my knowledge
and belief, they are true, correct, and complete. I further declare that I consent to the IRS's disclosure of the issuer's return information, as necessary to
process this retum, to the person that I have }gthorized above.
5�aa, 6 ' Signature fissuer's authori ed representat' e D e
'.7.7.4‘444iy aygZfek...
Type or print name and title
Print/Type preparer's name
Preparer's signature
Date
Check ❑ If
self-employed
PTIN
Firm's name P.
Firm's address ►
Firm's EIN ►
Phone no
Form 8038-G (Rev. 9-2011)